Ray
by Stingray24
Summary: Ray, a lone road-dwelling scavenger and survivor of a post-apocalyptic Earth, discovers the magical land of Equestria after escaping a rogue military faction known as the Phantom Raiders. After learning more about this unusual community of ponies, Ray finds that the faction has followed him into Ponyville. He must team up with the ponies and their former enemy to fight back.
1. Chapter 1 - Road of War

Apparently there are places within this land that have never been traveled by man throughout the ages of humanity's occupation of this dying planet. Blanks on the map. Mostly rumors passed on by individuals who seek absolute serenity from the fear that strikes our hearts everyday. Somewhere the terror and bloodshed will not follow. A place one can so foolishly call "safe."

One man has never believed such lies. The road was his deliverance. With trust a long dead concept in the wastelands, his rifle was his friend. And with deadly opposition of his strive to survive, it was also his sword. His car was his warhorse and shield. He was a knight of the open road. He stopped for no one but himself. And no one has ever caught him yet.

His name is Skyray. He was given the name when he was four years old, around the time his family migrated to a small colony outpost in the Oil Seas, somewhere in a territory once called Texas. The exact meaning of it is still unclear, but to him it was the result of a cheesy "prophecy" that he would be the savior of a remaining Eden on the brink of suffering the same fate as the rest of this world has. A ray of light to bleed through the ashen sky and illuminate a darkened world, so to speak. His real name is long forgotten, so for the longest he can remember he has gone by the simplified nickname of Ray.

The road was unusually clear of rubble and debris of improvised fighting vehicles left over from the great wars, almost glowing under the beaming desert sun. It was hot. Too hot for Ray to handle, as sweat caused his ragged clothing to cling uncomfortably to his body.

He pulled over to the clearing along the road and removed his chest holster and shredded leather vest. He let out a disappointed sigh as there was very little change in his overall comfort. He observed the wasteland around him, then at the road ahead. He felt like the only inhabitant of the planet. Truly alone.

He shut off the engine and listened to the Earth. Nothing. Pure silence. No wind, no tumble of loose vegetation, and most important of all, no distant rumble of a dozen angry war machines charging for their prey. Oddly enough, no ringing in his ears as he usually had after long drives. _Have the hours upon hours of listening to my own unmuffled engine caused me to go deaf? Is that even possible?_ He shifted in his seat to hear the scraping of his clothing against the rough canvas covering. _Nope, I'm perfectly fine. Now to find that canteen within the mess of my belongings in the back..._

A rumble. An all too familiar rumble echoed from somewhere in the distance behind him. He leaped out of the car, whipped out the binoculars from a pouch on his belt and scanned the horizon as thorough as he could. He saw nothing but the endless seas of refracting light along the desert surface. Finally, he spots something. Yes, something in motion. Emerging from the curve of the Earth, growing into a familiar blob of silhouette. Then it rose higher than higher in his lenses. Unusually high. Then the familiar sound transformed into something beyond his normal expectations. As the flying object grew nearer, He heard an earth-shattering "Whomp! Whomp! Whomp!" as repetitive as a heavy machine gun with endless ammo reserve and little to no danger of overheating. A helicopter. A rather large one, at that.

Normally in situations like this, Ray had a naturally-camoflaged car cover which acts as the perfect cloak from airborne scouts. Unfortunately, that was before falling victum to common theft by a band of scavengers when he last refueled. Now he was as plain as day to anyone with a pair of functioning eyes. _Just let it pass over. Maybe they'll leave me alone._ Another part of his subconscious told him that he has literally gone insane to believe such a thing.

It passed over without hesitation, low enough for him to read the insignia on the side of the fuselage: "Destruens Angelus," Latin for "Destroying Angel." It was a highly-modified and elongated CH-47 "Chinook" serving as a gunship and transport, with large sections cut away from the sides for fast-loading of passengers. It also had wings spanning from the center fuselage line, carrying pylons for various air-to-ground weapons. Whoever was operating this beast must be a part of a widespread rebel faction. This was highly irregular for any lone scavengers to want anything to do with, due to it being far too high-profile in contrast to intentions of running from larger threats. This thing belonged to a large force in power. Someone with intentions of conquering over minorities too feed their lust in power. Ray knew what followed would be much worse.

To confirm his thoughts, he took another look at the horizon. Sure enough, a parade of charging vehicles stormed his direction from the distance. Buggies, Infantry Fighting Vehicles, even mobile artillery. A rogue military faction. Ray's heart sank. No one has ever survived an encounter with a rogue military faction before, and this marked Ray's first encounter without any means of escape or evasion. _Time to run._

Ray leapt into his custom desert-warfare-modified 1970 Chevrolet El Camino and started the engine. As soon as he pulled out, back onto the road, the giant tandem-rotor helicopter circled around, nose-down and low altitude in perfect attack stance. Ray accelerated, causing the brief bombardment of unguided rockets to miss and hit the road behind. The Chinook passed over, roaring like the battlecry of a hundred angry dragons. He keept his foot on the pedal, forcing himself to keep his vision on the road ahead. _Don't stop. Don't look back. Just keep going!_

A sand buggy with various Jeep modifications somehow made it's way next to his passenger door, a rear gunner aiming an arrow-launcher at his front tires. Ray whipped a 1911 out of the holster on his passenger seat and shot the gunner dead-center in the forehead. He tumbled from the caged gunner nest behind the driver, to the road with a cringeworthy "thud" audible over the two rumbling engines.

The driver swerved and hit Ray's car in attempt to run it off the road, but to no effect. Ray looked to the other driver with an amused grin, surprised how anyone could fathom the idea of how such a small "toy" of a vehicle could ever budge the power of Ray's transport. _My turn._

Ray swerved and hit the buggy, running it off the road, into the desert. The unsecured driver lost control and crashed head-on into a large rock formation, sending him flying through the windshield and into the dunes ahead.

The Chinook approached him for another attack run, unloading its overall arsenal. Ray swerved on the road, attempting to dodge as many projectiles as he can while he looked for a way out.

_There._ Off to the left of the desert road was an unusually dense oasis of vegetation, sinking deep into a groove in the earth. A stream, possibly, which can't bee seen from this angle on the road. But there was no bridge in sight to indicate as such. Either way, the trees should provide decent cover while evading offensive fire from the Chinook.

Ray drove off the road, into the vegetation. The band of angry war machines followed, except for the unfortunate weaponized transport vans made specifically for road-travel that tumbled in the dunes. The Chinook also followed, straining to get a clean shot of the El Camino, shredding the trees with armor-piercing machine gun fire.

A 6x6 mobile artillery vehicle aimed its turret at Ray and fired a shot. The shell blasted the rearmost quarter of the El Camino, causing Ray to loose control and run right off his mental path within the vegetation, into the predicted stream of shallow yet rushing water, tumbling through the algae-slickened rock. The last of this memory of a nightmare... a waterfall.


	2. Chapter 2 - The Rabbit Hole

Distorted images played in Ray's mind as he woke up. He remembered his encounter with rogue faction on the desert road, his car flipping into the mysterious stream, how time seemed to have slowed down at that very moment. Suddenly, his senses woke up. Pain shot through his entire body as he lay sprawled in the dirt. He could hear voices. _They caught me._

He snapped his eyes open and quickly crawled to his feet to face his captors. He felt light-headed, forcing him back to the ground. He looked around him, trying to find the source of the voices. Instead he found himself alone, in a forest. Trees and bushes towered over him, with thick branches of leaves shredding the rays of sunlight straining to illuminate the surface. He was bombarded by sounds of nature; birds, insects, a nearby stream of water. It was cold, much colder than what he was use to. It felt almost Arctic, causing him to shiver.

"Are you okay?" a soft, feminine voice called out behind him.

Ray spun around, fingering his chest for the holster containing the 1911, then ceased as he realized that he was not wearing anything above his belt. He found himself facing the wreckage of his El Camino, with its many contents spread across the ground as if it got hit by an incendiary explosive. What stood atop the wreckage sent Ray's senses of reality spinning in the most confusing circles. He blinked his eyes tightly to clear the illusion away, but to no effect. They were right there in reality, two of them, staring at him with their big, gleaming eyes.

Equine, no doubt, yet so unworldly with their abnormally large eyes and candy-colored coats. They held very human expression on their faces, as they looked on with genuine curiosity at the bloody mess of a human before them. _They speak... in English._

"Where am I?" Ray asked, convinced that he was no longer on the planet he knew so well.

"The outskirts of the Everfree Forest... sir." the yellow one said in a frightened tone. She hid her face behind a long, flowing mane of pink hair. She had wings like a bird. _A pegasus?_

"On what planet?" Ray asked in response, with a very stern tone that forced the yellow creature to shy away even more.

"Earth." the cyan-blue one spoke up, with a much louder and rougher-sounding voice than the yellow one. Even her hair colors were loud, with a perfect rainbow spectrum within her raggedly-cut mane. She also appeared to be a pegasus, but bore a much stronger build than her shy counterpart. "What planet are you from?"

"Earth." Ray replied flatly.

"Hmm. I guess you're not from Equestria then."

"Equestria?"

She snorted. "Definitely not from here." She then looked down at the wreckage of Ray's weaponized El Camino below her hooves. "What the heck is this thing?"

"That _was_ my car." Ray replied hoarsely, struggling to his feat. "Damn rogues ran me off the road." Not technically, but much easier to explain to his new company. He remembered the oasis of vegetation off to the left of the desert road, how unusual it was in such a hot climate. _The infamous rabbit hole... and I stumbled through it._ Ray saw the connection with the many rumors about untraveled lands he has heard from so many scavengers in his lifetime. Those blanks on the map. And he found one. But what of his previous "company"? Ray saw no sign of the rogue faction. Just the thick forest around him, and the two pegasi standing on what's left of his vehicle. He was still in pain, but also felt hungry. And thirsty. Very, very thirsty. _Let's see how far this rabbit hole goes._

"I don't suppose you have a place I could get cleaned up, or maybe something to eat?"

"Um, yes." The yellow pegasus said softly with a slight smile. "Please, follow me." She leapt from the wreckage and led the way through a clearing in the forest, with her rainbow friend following close behind. _Very welcoming attitude._ Indeed, far more welcoming than what Ray is use to.

Ray took another look at his car before tagging along, at all of the work he put into preparing this machine for the aftershocks of an apocalypse beyond our imagination, now totalled before his eyes. He let out a sigh as he reached for his jacket and holster, slinging them over his shoulder, then reaching through the debris in the back for his rifle, a modified Walther WA-2000 converted to full-automatic fire, which included a hand-made extended drum clip of 25 rounds. He slung the weapon over his shoulder with the rest of his stuff and followed the two pegasi.

As he traveled through the thick forest floor, he couldn't help but worry that his arrival to this strange land had been shadowed. Like scavengers, rogue military factions also investigate the remains of their prise, in hope to find salvageable equipment and weapons to add to their ever-increasing arsenal. Yes, and food, which even included the occasional surviving animal companion. But there is no apparent sign of them. With their overly-large stock of weaponized vehicles - and aircraft, no less - they should stick out like a sore thumb. _Where did they go? Why didn't they follow me here?_ Perhaps they did, but through a different rabbit hole.

The trio arrived at a small cottage situated in the woods, not far from where they found Ray. It was quite beautiful, but also very strange. It appeared to be constructed of unprocessed wood slovenly skinned bare of bark, exposing the tan vascular cambium within. The roof was covered with leaves from a parasite plant that grew like ivy, giving the structure a whimsical appearance of being carved straight from the heart of a giant tree. The windows were old-fashioned glass panels held together by manufactured wooden frames. They had locks holding them closed. The door was also of older-fashioned design, like an arrow pointing to the sky, or perhaps more accurately, a shield placed upside-down. It was short, just the right size for these two pegasi. Too short for a human to walk through comfortably. _They must be an independent race in this land. No apparent owners, and they appear far too clean to be wild. They must represent the equivalent of human civilization! _

"My-..." The yellow pegasus tried to speak. "My name is Fluttershy."

Ray adored her sweet little voice, but remained shocked at how this equine species is able to speak English to him, let alone communicate verbally at all. The name finally processed through his mind. Fluttershy. _Very fitting name for you, my timid little friend._

"I'm Rainbow Dash." The multi-colored pegasus just opposite of her friend announced in her charmingly raspy voice. _Of course you are. _

Ray began to question why their names sounded so simple, and why they seemed to represent looks or personality in contrast to human tradition - or at least Western tradition, for that matter - of a forename bearing similar origin and a surname that one inherits from their family. _Maybe their organization of such things hasn't fully developed yet._ Ray snorted when he realized that he also went by both a mononym and a nickname of such that doesn't indicate his family line either.

"You can call me Ray."

"Where you from, Ray?" Rainbow Dash asked.

_Hmm, "where?" indeed._ "All over." It was as good of an answer as any.

"What do you mean by that?" She asked, squinting at him suspiciously with her bright, purple eyes. They almost look red when they are as partially-concealed as they were at that very moment.

"I live on the road. I go wherever it takes me, and I never stop. At least, until I'm low on gas or food and water." He paused, looking back on his dreary history. "I've been on the road almost my whole life. Even my family."

"You don't have a home?" Fluttershy asked him, staring sympathetic at him with her wide, blue-green eyes. They almost seemed cyan, but a different shade than Rainbow Dash's coat, which resembled more of a sky-blue. No, there was definitely a green mix in there. Possibly the result of a color-clash between her cyan iris and bright yellow coat.

"Just my car." And in his world, a car is the ideal home for anyone who wants to escape the clutches of corruption and tyranny. A colony is a crowded drain of your life, and an ideal target for invasion by rebel factions. A house is a structure waiting to be bombed to rubble. A tent is a way of begging to be burned alive. A subterranean home is the most secure of almost permanent living due to the extremely low profile, although many are still uncovered and end up being converted into basecamps for rogue military factions. In a vehicle, you at least have a running or fighting chance, depending on your stance in a situation with opposing threats.

When they finally reached the door to Fluttershy's cottage, Ray noticed marks on the hind-quarters of the two pegasi. They looked like brands or insignia. _Maybe I'm wrong. Maybe they do belong to someone. Or "something"._ The mark on Fluttershy was a trio of pink butterflies flying upward in direction, while Rainbow Dash's was a rainbow-colored lighting bolt descending from a fluffy white cloud._More likely tattoos._

"What are these marks?"

"Oh-..." Fluttershy almost squeaked. "Those are our cutie marks."

Ray began to loose the feel of this whimsical atmosphere when he heard that. In fact, he now felt like he was loosing grasp of his masculinity. _Cutie marks? I know these are intelligent pony-like creatures obviously on the peak of advancing their civilization, but that sounds like a dub of a nine-year-old girl._ However, curiosity of this strange place was still flooding his judgement. He felt the urge to explore it further.

"We receive them when we discover our true talents." Fluttershy continued, beginning to loose her fear of Ray's presence.

"How? Does someone ink it into your coat or something?"

"No, they appear magically, just when you discover your talent."

Ray began feeling that insecurity again. _So the rabbit hole leads to a magical land of talking ponies with "cutie marks." I'm literally in the mind of a little girl. All that's missing in this picture is the flood of pink highlights bleeding through every object in sight. _

Fluttershy pushed the unlocked door open to her cottage with a welcoming gesture. _At least they appear generous. It's better than running for your life, alone, on the roads of nightmares._


	3. Chapter 3 - Lost

Although she did not express it, Fluttershy felt extremely hesitant to invite this stranger into her cottage. She had never seen this kind of being before, nor did she know what it was capable of. It appeared very intimidating, standing tall on only two legs, and muscle wrapped so tight under bronze skin. And the clothing, what a mess! Ripped to shreds, just barely hanging from its body, stained with dirt and blood. She could see the pants were colored like camouflage, but for a desert, not like the woodland patterns she's seen in books.

The things it carried around its belt and shoulder were very strange. On the left hip was an olive-drab pouch that carried equally-colored egg-shaped objects with handles and rings projecting from the tops. On the right was a pouch containing binoculars, and a knife within a brown sheath. On the shoulder was what appeared to be the remains of a jacket of an unknown dark material, and another belt with various straps holding another sheath that contained something metallic with a curved handle. Even more curious was the object slinged to its back, which looked like a futuristic crossbow, but without the horizontal lath and string. _Weapons. He's carrying weapons into my home._

"You can set those by the door... that is, if you don't mind." A pony carrying weapons into her home was one thing, but simply the thought of an intelligent bipedal from another world carrying weapons she did not know the capability of into her home sent an uncomfortable tremble through her body. But he seemed friendly, despite his irritated tone when answering questions. There was a sign of softness under the rough exterior. _Every beast has a heart. All it needs is the warmth of one's kindness. _

He was hurt, weary, cold, hungry, alone, and confused. If she found a wild animal under the same distress, she would do whatever it took to help it. The very same would apply to a fellow pony. _I will help him. It's what I do best, after all._

...

...

...

Trees. Trees everywhere, covering a lush and beautiful land rich with life. _What happened to the desert? The dunes, the canyons, the rubble? And where is the road?_ The pilot and of this flying beast of a Chinook helicopter turned to his young co-pilot. "Where are we?"

The co-pilot was reading a crumpled hand-sketched map of the desert roads of their land, searching for the mysterious country of life they found themselves soaring over. "It's not anywhere on the map, sir!"

This is by far the least likeliest thing to ever happen to this faction of rebel fighters. They have traveled wide and far among the strangest of lands, but never have they experienced the complete disappearance of one location to make way for the replacement of another. _This is beyond getting lost in the desert. By some unexplained phenomenon, we have all been taken to a place left untouched by the world's conflict._

"Commander, we're low on fuel. We should regroup with the column, don't you think?"

"Yes, you're right."

Commander Taggard Tolwin was the primary leader of the "Phantom Raiders," a paramilitary organization formed since the apocalypse. Of course, back then, his father was the the leader. Its purpose was to rid the world of scum that supported the cause that lead to the decay of their country and spread their concept of an "empire." Unfortunately, the "cause" has been long forgotten. Commander Tolwin was on the simple mission of spreading destruction wherever he felt there was opposition.

This aircraft was also his father's. He learned how to fly it when he was fourteen and has developed the skill throughout his life. However, the modification from transport to gunship was his own idea. They had a great bird's-eye-view, making it an ideal scout, and it served as a perfect heavy-lifter of equipment over harsh terrain, but their firepower was limited to only ground fighting. Since he could not find an operable dedicated gunship, he improvised and weaponized his father's aircraft.

What also makes his Chinook so unique was the fact it was not a "true" CH-47. No, this was a one-of-a-kind experimental aircraft called the Boeing-Vertol Model 347, which his father stole from a museum located in the late state of Alabama. It was essentially a CH-47 with a stretched fuselage to allow the installation of pivoted wings and a retractable crane-operator's station below and rearward of the ****pit area. Remarkably, after all of these years of careful maintenance, this single experimental still functions as if it came fresh from BV's experimental workshop.

Commander Taggard Tolwin's personal modifications included the installation of a General Electric GAU-17 minigun in a fixed turret under the nose, with the basic trigger assembly replaced with a modified aircraft trigger system that lead to the flight controls. Many large, jaggedly-cut holes were made in the fuselage sides, which allowed quick-loading of troops and equipment instead of loading primarily from the rear cargo ramp. Mounts for various heavy machine guns were added in front of the holes, to defend the troops loading or unloading from the aircraft in firefights. The pivoted wings were welded and bolted in a fixed position to keep them from tilting, which allowed the installation of six total pylons for mounting removable weapons and equipment such as unguided rocket pods, guided missile tubes, or auxiliary fuel tanks. The original wing controls were also stripped away and replaced with electronic triggers for the weapon systems.

It was a true beast of war that resembled early gunships created by the Soviets during the cold war. A flying infantry fighting vehicle, and a tank's worst nightmare. Tolwin felt empowered when he flew this monster. Unstoppable. And who wouldn't in a flying war machine that outguns anything on the ground?

As he headed back to the unit, he remembered his encounter with the lone scavenger in the weaponized El Camino back on the desert road. He knew there was something "off" about that particular encounter in contrast to the many others in his lifetime. _Why didn't he hide his vehicle from me? Why didn't he run as soon as he saw my unit?_ A trap came to mind. _Yes, he planned this. He wanted to be found, so he could lead us here. But why?_

Whoever the man was, he was a skilled driver. Tolwin had unleashed so much firepower onto this mysterious man, yet he dodged every last bit of shrapnel. At least, up until one of the mobile "Snooty" guns blasted him into the shallow ravine. _There was a stream... in the middle of the desert. Yes, that's what lead us here. "He" led us here through that oasis. But did he survive? No. I doubt it very much. If the shock of that incendiary shell didn't affect him first, that waterfall sure would've._

The "Raider" unit situated their column at a temporary basecamp in a large field outside of the thick forest. Vehicles and personnel were scattered everywhere, like a colony of ants. They had cars of all kinds, both military and weaponized civilian transports.

The military vehicles included HMMWVs, Jeeps, sand-buggies, M1A2 "Abrams" tanks, 2S25 "Sprut" tank-destroyers, one ZSU-23-4 "Shilka" anti-aircraft vehicle, and one World War 2-era M5 "Stuart" tank. They also had two Russian BAZ 5922 6x6 vehicles with turrets taken from 2S1 "Gvozdika" mobile artillery vehicles. The barrels to the 122mm self-propelled howitzers located in the turrets were cut short, giving them the appearance of stretched cones. These were jokingly nicknamed "Snooty" guns.

The civilian vehicles were mostly mixed hybrids or full reconstructions from basic chasis, but the notable ones were Chevrolet Camaros of all late 70's-era types and Ford F-150 pickups. Five of the Ford hybrids were modified in likeness to the armed pickups used by the Libyan rebels during the infamous conflict against their leader sometime long before the apocalypse. They carried rear mounts for weapons including heavy machine guns, rocket-launchers, anti-aircraft guns, even Hydra 70 rocket pods taken from downed AH-64 "Apache" attack helicopters.

Combined, this ambitious army is an unstoppable force in power. There has yet to be one scavenger, soldier, or rival faction that held equal or outweighing capacity of a devastating arsenal as the Phantom Raiders had.

Commander Taggard Tolwin's Chinook finally regrouped with the rest of the faction and landed softly in a temporary LZ represented by four burning fuel barrels aligned in a wide square formation. Tolwin stepped out of the aircraft and waved the "refuel" signal with his left hand, prompting the fuel truck to drive next to the LZ, unloading personnel needed to oversee the procedure. Two men stayed behind to monitor the gauges and operate the valves, while two others dragged a long hose up to the aircraft. The hook-up was located under a panel located on the starboard side of the fuselage, just along the lower fairing housing the fuel tanks, which resembled a long bulge.

A very tall and dark man wearing woodland hunting-camoflage emerged from the Shilka anti-aircraft vehicle and ran up to the Commander with anxiety flushing over his face.

"Taggard!" the man shouted over the roar of the Chinook's engines. Him and Commander Tolwin were very good friends since the beginning of their lives in the faction, which meant they could comfortable address each other by names instead of using traditional rank formalities.

"Yes, Marchetti, what is it now?" Tolwin replied in an irritated tone. Marchetti also served as the Second-In-Command of the group, purely the choice of Tolwin himself, as a good friend. However, Tolwin often hated when with the majority of his service, all he had to report was regrettably bad news. Though, most of those arising situations were beyond his control. It's the well-known matter of restraining one's self from strangling the messenger.

"The relays are gone! I mean, gone! Nowhere on the trackers. It's like they vanished into thin air!"

"Could the Chinook have flew too far out of range or-..."

"No, I mean even before you went scouting off over the woods! Bam, gone!"

Yes, that was another one of the many modifications done to the Chinook. Just behind the co-pilot's seat, right next to the crane-controller's box, was an electronic relay device for a local GPS. A seven-foot "whip" antenna extends from the fuselage to relay a signal from three transponder devices on the ground, which are arranged in a perfect triangular diameter across whichever land the faction operates. These are either placed on the ground independently, or are driven in small scout vehicles in careful alignment. When the combined signal is sent to the relay device in the aircraft, it is sent to the Shilka, which currently plays the role of the group's command vehicle. An on-board computer is fed the signal and translates it into a 3D vector map of the area within the transponders' diameter, which allows visual tracking of their units, as well as opposing forces. The aircraft can be anywhere within the overall diameter to relay the signal, but not directly on the ground due to surface obstruction.

"Did you check the transponders?"

"We can't find them! Not even a null signal, like all three suddenly disappeared!

"We must be way out of range. Set up some more trackers in a five-mile diameter, starting from here, to..." With a sudden loss of words, he translated the rest of his order through his hands, gesturing to the forest and land beyond. "That general direction."

"Alright!" Marchetti ran back to the Shilka to relay the order to the assigned personnel.

Tolwin noticed a group of soldiers setting up a large olive-drab tent in the middle of the faction's gathering and strolled through the comotion to investigate.

"What's this supposed to be?" he asked in a lighthearted tone.

"Medical tent, sir!" one of the soldiers shouted, continuing with his task.

"Great! When are you planning on raising the mess tent? I'm starving!"

"It'll be up in just a moment." the soldier replied with a smile.

"Awsome." Tolwin walked away with an amused snicker. That was the mess tent they were raising, evident by the lack of a bright red cross over the roof. _Honest mix-up. Nothing to go overboard about_.

Commander Tolwin was about as strict with his soldiers as any other military commander would be, maintaining the ideal balance of disciplin needed to run a fully-functional combat unit. But he knew when to be human at just the right moments. It kept them from fearing him as they would an insane dictator, while knowing their place in the ranks and their assignment. _Perfect organisation._ He smiled again, reminding himself of the tent mix-up. _As perfect as a paramilitary faction could possibly be, given the circumstances._


	4. Chapter 4 - Surprise

There was a deep, black void everywhere. Pictures began bleeding through the vacuum like acid through paper. They moved. It was like a dream, while watching a black-and-white television distorted by static and no sound to speak of. It died away, then returned to the black emptiness, only to be immediately replaced by color. Rainbows of light dissolve the darkness, eventually forming pictures quite different from what was experienced in the dream.

Ray awoke to find himself laying comfortably in a large bed off to the side of a cheerfully-decorated room. _How did I get here? What is this place? What the hell am I doing in someone's house?!_ His panic died. _Oh yes, the pony-things. I was invited by one of them into her home in the woods. But how did I end up here, in bed, asleep? I don't remember-_...

His thoughts were interrupted by the door opening ahead. From the hall emerges a very shy creature holding a wooden tray of food with her teeth._Fluttershy. I remember this one... her name is Fluttershy_.

"Oh good, you're awake!" Fluttershy said excitedly through her busy teeth. _Odd how she knew exactly when to come in here... with food, no less. She must know what happened._

"How did I get here?" Ray asked in a soft tone as not to startle her.

She set the tray on the night stand next to the bed so she can speak. "You fainted."

Ray took a moment to process this. It failed. "What?"

"You fainted," she repeated. "Just after you set your belongings next to the door, you collapsed to the floor shaking. I was so worried!"

Ray was mildly surprised, as he finally remembered that it wasn't the first occurrence. He had passed out many times in the past due to both heat-exhaustion and food-deprivation. This was another one of those occurrences. He has not eaten anything in well over a week. The only source of nutrition he has gotten all of this time was his canteen of water constantly being tossed in the back of his El Camino, out of arms' reach, which was his method of rationing until another water source could be found, or at least until he reaches five miles between "checkpoints".

Fluttershy continued. "When you didn't respond to me, I checked your pulse. It became pretty clear you only fainted. So I decided to take you up here, with the help of Rainbow Dash. I cleaned you up and shrew your old clothes away." He caught that last part but remained silent until she finished. _You have no idea how hard it was to find a leather jacket with those kind of customizations._Those of which were worn to the core over time and use. "Here, I fixed you something to eat. After all, you need lots of energy." She grabbed the tray and headed closer to the bed. Ray sat up, fixing his legs in a straight position. Fluttershy placed the tray in front of him, carefully adjusting it to his comfort.

_Not only an intelligent race, but so unusually considerate to my needs. Such an uncommon thing in the desert. I wish I could've found this place sooner._ Ray took a careful look at the food in front of him. It was nothing unusual, in fact it was definitely Earth food; scrambled eggs, pancakes with butter and syrup, and a cup of strawberries, all neatly placed on a clean, white plate. The glass next to it contained an unknown juice. It was clear like water, but colored with a bronze tint. It almost looked like an alcoholic drink, but without the fizzy bubbles. _I'll check that stuff out later._

He waisted no time digging in to the most delicious food he had ever ingested._Finally... pancakes with butter and syrup... fresh eggs... and strawberries, oh! I haven't had these since I was six!_ In only a five-minute timeframe, his entire plate was clean. _Now to try that "stuff."_Ray picked up the class and held it to his nostrils to take in the scent. It was fruity, and generally very familiar.

"What is this?" Ray finally spoke up.

"Apple juice." Fluttershy replied in a delightfully educational tone.

_Apple juice... I've had apples, but never have I had the privelage of drinking the juice of such a fruit. Here goes..._Ray took a gulp. It was perfection. By far the smoothest and tastiest liquid he has ever drank. He guzzled the rest until there was nothing left, then sat the glass on the tray with brief gasp of air. And a hardy burp with room-clearing capability.

Fluttershy let out a quiet giggle. "Oh, my. I guess you really liked it."

Ray looked at her with a grin. He was still very hungry, and wasn't shy in grasping the opportunity to acquire more of this amazing food. "This was great. You know what I could really use now?" Fluttershy listened with her usual enthusiastic expression. Ray was expecting a somewhat different reaction. He continued. "Bacon."

The enthusiasm was quickly replaced by confusion. "Bake... on..." _She doesn't know what bacon is?_"Bake... oh! I'm sorry, do you like your breakfast baked?"

"No, I-..." Don't bother. _They probably have a different classification system for their meat products, if they even eat meat at all. Best learn more about them before requesting things normally found in my world._"Nothing. The food was good. Thank you."

"Oh, it's no problem at all." She said with that adorable smile forming on her face again.

Finally it hit him. Breakfast. "Wait, how long have I been here? In bed?"

"You slept all through the night. It was about eight PM when we found you." She looked at a clock sitting on the nightstand. "It's nine o' clock in the morning now."

_Maybe that's why I feel so good right now. A good night's sleep._To his recollection, it was the longest he has ever slept in his entire life. And as far as a bed goes, this was beyond laying on top or between blankets sprawled across the seats of his El Camino, depending on temperature. However, in Ray's world, actual sleep was a rare luxury. Enemies are everywhere, in the form of scavengers and paramilitary factions. They are on your tail every mile down the road. You never, ever let your guard down for one minute in the desert, or they will get you. This was Ray's biggest mistake yesterday. He let his guard down once, only to cross paths with an unknown rogue faction. It is a miracle he still lives and breathes, and an even bigger miracle these godsends of pony creatures took him in and helped him get back on his feet.

"Listen," she spoke up after a moment. "last night, Rainbow Dash and I visited a friend of ours in town and told her about you. She really wants to talk to you."

A friend... in town. A town. My God, there's more of them. "You have a town?"

"Yes, it's called Ponyville."

Name aside, this was a breakthrough find for Ray. Not only was this race of equine capable of independent living and human social nature, but they have advanced so far as to create the rarely-seen permanent and vast colonial settlement known as a "town". He was eager to investigate.

"Well, just let me get dressed and we'll get going." Oh right, she threw my clothes away.

"Okay." she said, removing the food tray and setting it on the nightstand, then trotting over to an open closet. From inside she pulled out a plain white shirt and faded jeans. Human clothing, much to Ray's surprise. She laid them out neatly on the bed, just next to where Ray was laying. "I found these in your... um... "car"... your metal machine thing in the woods."

_I had extra clothes in my car? How careless of me to miss that. I'm damn lucky no scavs stole them when they had the chance. Where did I even get them for that matter?_He picked up the clothes to get a better look. The shirt was ruined with blotches of stains, from what appears to be axle grease.

"I washed them last night the best I could. I'm sorry, I couldn't get those stains out."

"No problem." Ray put the shirt on to see if it fit. It didn't, though being slightly larger than his normal size was an advantage. More airflow, so to speak. Next were the faded jeans, slightly ripped at the knees and stained with the same material as on the shirt. Fluttershy left the room to give him some privacy.

...

...

...

This was a major breakthrough. But what overshadowed it was a cloud of confusion and insecurity. _Ponyville has been visited by an intelligent being from another world, but how and why?_ Yet a much more troubling question followed. _Is it a threat?_

Regardless, Twilight Sparkle was a talented young unicorn who leapt at any and all opportunities to research matters as this unexplained phenomenon, whether it be magical in nature, scientific, or otherwise. Danger has always been a lingering setback, but not a primary concern. It is this audaciousness that has won her the acclaim in her work, not to mention the overall enjoyment. This is thanks to years of ambition and desire to learn all that can be learnt by one pony and more, and use it to her advantage with all of her ability, not to impress others, but to express the benefits it could bring to one's life. There was also the confidence built with the help of her daring friend Rainbow Dash, the bravest pony she has ever known.

Twilight remembered when her two friends visited her during the night, when the mysterious being slept soundly at Fluttershy's cottage. Their report on the matter gave her that uncontrollable urge to explore. And she did, alone, in the Everfree Forrest, with foolish dismission of security. She remembered discovering the remains of the odd machine laying waste in the earth, nearby an unidentified river of calmly-flowing water. _What in Equestria was that thing?_ It had wheels and strange seats inside, and what appeared to be controls. _It must've been this being's transportation._ She remembered it had a rather simple name. _"Car". Yes, a car._A form of manually-guided transportation, the likes of which she has never seen before.

Insecurity struck again. _Weapons. That's right, Fluttershy spoke of weapons!_With this realization, a flood of important questions stood strong in her mind, those of which classified this being's stance in society. _Is he a soldier? A hunter? A terrorist? Or an innocent on the run from something of a larger threat?_Whichever the possibility, Twilight hoped for the sake of ponykind that it meant them absolutely no harm at all, and its form of defence would be used for just that, and only that. Defence.

_Perhaps now isn't the time to ponder these things._The focus as of that moment was the ensure the enjoyment of this being's visit to their world, and their town no less. A warm welcome that will hopefully have an alternate effect to her initial welcome to this lovely place. Even with that exception, Pinkie Pie's parties have always spread joy to any and everypony she has ever met, and none have been failed by her efforts.

Pinkie Pie was Equestria's most uplifting spirit. Her mission was to spread laughter, the simple reaction to joy in its most raw form, wherever she could. The whole world was her friend, and she ensured that it be filled with nothing but fun and pure happiness. This was her talent, and she lived by it every waking moment. Specifically, this party was her method of welcoming and befriending newcomers. She didn't care who this entity was or where he came from. She just wanted him to be her friend, and for him to enjoy his stay.

The entire town knew about this newcomer by the time this party had been set up, thanks to Rainbow Dash, and eventually, Pinkie Pie. Therefore, literally everypony was invited. About 85% of the population was there, in the library where Twilight currently resided and worked. It amazed her at how many ponies this building could accommodate, especially given that it was not technically a building, but a giant tree that has been carefully hollowed-out into a livable dwelling.

"They're coming, they're coming!" Pinkie shouted excitedly as she glanced out one of the windows nearest the front door. This made the entire crowd freeze from their activity, just as Pinkie turned the lights out to conceal them in the shadows. The classic surprise party awaited this newcomer.

The waiting shook Pinkie with anticipation, but it made Twilight rather uncomfortable. It felt like an entire sixty-seconds had gone by before she heard the twist of a doorknob. She watched as the front door opened slowly as Fluttershy led Ray into the room. He was so tall that he had to hunch down to fit under the archway of the door. However, he looked far less intimidating then what Twilight had imagined. He looked lost. She began to actually feel sorry for him at just that moment. Suddenly, Fluttershy dived to the floor, covering her ears and eyes.

"Surprise!" The entire room lit up, exploding with life and flying confetti. What happened next was a complete backfire. In response to this startling display, Ray dove to the floor next to Fluttershy, unslinging what appeared to be one of the weapons she had spoken to Twilight about. He rolled into a crouching position behind one of the nearby desks, aiming his weapon dauntingly at the lively crowd, who at that point began dying down into a cluster of shocked onlookers.

"Are-are the loud noises gone?" Fluttershy said as she stood back up. She noticed the unusually stunned crowd around her and decided to look behind her for Ray. She gasped and backed away into the rest of the onlookers as she watched his threatening display before them all.

"Ray!" Twilight shouted. Ray's attention focused on her, as did the barrel of his weapon. _Play it cool, but be stern and to the point. He's not stupid, and could be acting on instinct. But... he could also be mad._"Please, put it down." Ray didn't move. "Please. We just wanted to welcome you here." Ray began trembling. His aim was off. Twilight took this opportunity to edge closer. "It's okay. Don't be frightened." Ray shook more. The weapon slipped from his trembling hands and crashed to the floor. He broke down in a sobbing mess behind the desk. "I'm sorry..." He said.

_He was acting on instinct. Look at him, he's actually apologising._ Twilight walked up to him and gave him a hug. The crowd let out a huge gasp and edged closer themselves. Pinkie Pie joined them in the hug as well. _My goodness, what has this being been through?_

...

...

...

The Everfree Forest was beautiful this time of day. The treetops were so lush and dwelled with all kinds of life. Birds sung their beautiful songs and flew with glee through the radiantly blue sky. But something has disrupted their harmony, as they dive to cover within the trees.

From behind the dense wall of green rose massive helicopter blades, slicing the air like like giant razors, the engines roaring like a stampede of a million buffalo. The trees swayed and shook under the powerful downwash the rotating wings exerted upon them, forcing perfectly healthy leaves to be ripped away from the branches. Tolwin's Chinook has been refuelled, and was now ready for action.

Until their exact position has been confirmed, Tolwin's own mission was to locate the wreckage of the mysterious driver's vehicle. He knew it had to be somewhere along the river they came here from, so he decided to backtrack. _We might even find our route back to the road._

So far their search had been uneventful. They have yet to find the wreckage, and there was still no sign of the desert. "What kind of insanity is this?" Tolwin thought out loud to his co-pilot.

Riggs was his name. He joined the faction when he was 17, then already an expert fixed-wing pilot when he flew with his father in the rare Transavia PL-12 "Airtruk", the only example of this aircraft ever exported to the former United States. They were both shot down somewhere over the desert and rescued by Tolwin's faction upon engaging the unknown enemy at fault. Riggs' father was unfortunately killed on impact, but Riggs survived with minor injury, and was able to assist the lone pilot Tolwin in his monster Chinook against the opposing threats. To this day he suffers from depression as a result of his loss, but he masks his pain around Tolwin with a witty and sharp attitude.

"Sir, I'll bet you two packs of cigarettes he's camoflaging his car from us." Riggs said as he scanned the forrest floor with his binoculars.

"Can't rule it out. He had enough time when we refueled." Tolwin had a second thought. "Wait a minute, that's contradictory as to why he was out in the open back on the road. No, he's down there waiting for us and we're just not seeing him yet."

Riggs rolled his eyes. "Maybe we just caught him by surprise back there, sir."

Tolwin rubbed his eyes with a groan. "God, I've got a headache." _Ah, yes, the scouts. I wonder if they've come across anything while setting up the trackers._"Jonesy, any progress?"

He was referring to the young technician situated in the crane-controller box behind them. Jones was the operator of the on-board relay device for their local GPS. He was also very skilled with computers, which was highly unusual in their world where computers were rarely used due to a lack of reliable power supplies. Unlike the well-equipped "Phantom Raiders", however. This was where he was allowed to use his skill to its fullest potential.

"My screen's still blank!" He replied to Tolwin. "Shilka!" This time he was calling Marchetti's command vehicle back at the basecamp. "This is DA. Any word from Faust's unit yet?"

Marchetti's voice crackled on the radio. "Yeah, they just set up the first tracker a minute ago! Nothing else to report."

"Sir," Jones called out.

"I heard." Tolwin replied. _This is no use. It will be like looking for a needle in a haystack. The desert and the road are a whole different ball game._"That's it, I'm done. We're heading back."

"Checking off second pointless flight." Riggs muttered, covering his radio.


	5. Chapter 5 - The Story

Ray felt sick to his stomach. He knew this was no longer the world he knew all his life on the road, and that without knowing the details of his arrival, he might never go back. He was stuck here, in a town of intelligent equine. It took him until this very moment to realize the severity of the situation. They were nothing but aliens to each other. Certainly Ray refused to live the rest of his life running in a world that was literally out to get him, but that hellish land was his home. He knew it well. It was a part of who he was. But in contrast, he was no longer alone.

The party at the Ponyville Library did not even start, yet it immediately died as soon as Ray drew his weapon. But instead of running for cover or attacking him, the community still welcomed him with open arms. To him, this was beyond custom hospitality. This was something far greater. He didn't understand how anyone could act so fluidly on a pure heart, even in a place like this. It felt like a fantasy, but it was oh so overwhelmingly real!

The crowd of ponies sat around him with genuine curiosity. They no longer expressed any slight sign of fear. Ray sat upward next to the desk with his legs crossed and his rifle in his lap.

"First," Ray said, wiping away a final tear from his eye, "I want to apologise for drawing my weapon at you. That was very rude of me. It's just... surprises from my world have a more lethal affect on people than here, so I act on my insticts of survival." He paused for a moment, looking upon the many sympathetic faces. "I hope you can forgive me, and understand that I don't mean any of you any harm."

"Can you tell us about where you came from?" A unicorn off to the left asked. Her coat and mane were various shades of purple and violet. Her hair was cut very neatly in straight patterns and carefully concentrated curves, giving an amusing impression of candy-colored bacon. Even her eyes were purple. Her cutie mark appeared to be a shining star surrounded by six smaller ones.

_Amazing. They have unicorns here too._ The question processed. Ray began sweating around his collar and upper back. He had very poor social skills because of his lifetime of isolation, which made this exchange unpleasantly challenging. Before answering the purple pony's question, he decided to find out who she was. "And you are?" Ray asked, trying not to sound sarcastic despite the innapropriate tone.

"My name is Twilight Sparkle." She answered. "I'm a unicorn pony, by the way."

"I noticed." Ray shut his eyes in shame. _Watch your damn tone._

Twilight appeared to ignore his mistake and continued. "We've never had anyone like you visit us before. I'd..." She quickly corrected herself. "We would really like to know more about you. That is, if you don't mind telling us."

Ray took a deep breath to soften his aching heart. In order to tell them what they wanted to know, he had to tell everything. Like a story. _I hate telling stories._ He swallowed and took another breath to speak. "I can tell you I originated on the very same planet as you. But where I come from, there is nothing but terror, torture, and death." He paused for the gasping crowd digesting his words. "Hell."

Twilight put her hoof on his knee, attempting to comfort him as he proceeded. He now found more strength inside. "Some hundred years ago or so, the whole world collapsed under a massive wave of destruction. I don't know exactly what caused it, but it might've been a conflict of governments. Nuclear fallout changed everything forever. Millions died, and many others fled for the roads to escape the aftershocks.

Since there were virtually no major forms government left as time went by, armed forces split up and became private defence forces and paramilitary factions. Some faught to defend the land and their concept of freedom. Others faught for extermination... to wipe out opposition, or feed their uncontrollable lust in power. They were armies without countries anymore.

Civillian people strove to excape their clutches. People like my family. We never stood a chance against the great beasts of destruction. We were taught to run. Never engage an enemy with capability of wiping out communities, just run. And never look back. Problem is, you're never the only one on the road. There's always a scavenger, or a group of scavs, that want what you have, and they're gonna get it if it keeps them alive. They will kill you for it without mercy.

So, I grew up teaching myself the philosophy of surviving the road of nightmares. You are a phantom. Stay low-profile, never interfere in someone else's fight, never start one yourself, keep running, and don't stop, not until you need to refuel or re-supply. Even then you are a faceless phantom that remains unprovoked. When danger arrives, and you have nowhere to run, then you fight your way out. You are a knight of the open road. You car is your warhorse and shield. Your rifle is your sword. You are a steel warrior that nothing can penetrate. Unstoppable."

Ray paused for another moment to look at his crowd. So many eyes were wide in astonishment and so many jaws were dropped with disbelief.

"Wow..." whispered Rainbow Dash with amazement and admiration.

"Of course," Ray continued, "the origin of the world's end has conflicting stories passed on through various communities. My mother and father told me it was a nuclear war, others say it happened internally within our own country. Collapse in economy and government, thus a domino effect. Then there's others with more biblical explanations." Ray rolled his eyes. "I don't know what to believe about anything anymore."

"Sounds like a hard place to make friends in." an Earth pony spoke up with a thick southern drawl. She had an orange coat with a perfectly yellow mane and tail, and eyes green like blades of grass. She wore an old cowboy hat that appeared to have gone through all kinds of messy affairs without being properly cleaned. Her cutie mark was a trio of red apples.

"And that's why your rifle... your sword... is also your friend." Ray paused to think and added to his statement. "Though some people have animal companions to keep them company. Dogs, sometimes cats... maybe even bugs. Problem with that, though, is that you have another mouth to feed. And when you're on the brink of starvation, your animal friend becomes..." Ray stopped as he saw disgusted looks around him. "You get the idea."

"Tell us about cars." Twilight said, breaking the akward silence.

"You don't have cars here?"

"No. We have horse-drawn buggies and carriages for general transportation. We also have railroad trains for freight and long-distance travels. Some are also horse-drawn, but we recently developed steam-powered prototypes. Like the 'Friendship Express.'"

"Well, vehicles like cars work pretty much the same way as both carriages and trains put together. They're powered machines like a trains cabable of long travel, but they're like carriages in the sense that they carry less load and are free to move wherever you, the driver, guides it. However, we've advanced far ahead of steam-power in my lifetime. Now we have internal combustion engines that run on fuels like diesel or gasoline. There's also some that run on both fuel and electricity, or even pure electricity itself, but those are pretty much useless."

"Where do you find the fuel?"

"Before the apocalypse it was easy. You use to be able to go to a station that serves the purpose of refuelling your vehicle. Some say they were almost everywhere, along the side of any road you travel. Now you have to barter for it, or steal it from other vehicles."

"Can we see your car?" a small filly nearby asked in a similar drawl to the older orange one. She was yellow with red hair, and adorable orange eyes. She also had a large, pink bow tied to the back of her head.

"Sure you can." Ray replied with a friendly smile. He then turned to the others. "Right now?"

"Why not?" Twilight said with an adventurous expression.

"Follow me then."

...

...

...

The second scout team waited impatiently for the techs to set up the second transponder device. Normally it takes about five minutes to calculate the the terrain and approximate the location of the other transponders before it can send a null signal to anything. Once the device is set up, the signal becomes a useable link that awaits the completion of the other devices before it can be sent to the relay device in Tolwin's aircraft.

But for this group, however, it could take even longer, for they are still trainees of special tecnician Jones.

The team's vehicles were left unguarded just opposite of the site, so they could aimlessly wander the area as they pleased. Faust stood next to a tall redwood, putting out his cigarrette on the thick, red bark. He was approached by two other team members, Junkers and Agusta, who wore irritated looks on their faces.

"Who's idea was it to bring the school kids along?" Junkers snapped.

"What do you expect?" said Faust. "Jones is busy parading around with the old man. Besides, someone's got to monitor the damned thing."

"Get a dog in a mechanic's suit and he'd get the job done in time for lunch."

"Yeah, speaking of that, what time is it?"

Agusta took a look at his watch. "About one o'clock."

"Damn. Another hour." Faust looked at the ground in dissapointment. Suddenly, something shiny in the grass caught his eye. He reached for it and picked it up.

"What is it?" Junkers asked.

It was a small and heavy can-shaped, metallic object with a black and brown label that read "Duracell." A D-cell battery. _He's here._


	6. Chapter 6 - The Second Encounter

"A battery?" Tolwin asked into his helmet radio. They received Faust's transmission as soon as they headed back to the basecamp. _This better mean something beneficial._

"Not just that." Replied Faust's distorted voice over the radio. "We also found miscellaneous mechanical parts, a plate of vehicle armor, and a half-empty canteen of water." _Yes, we've found him. Finally!_

"And I trust his vehicle is somewhere within that vicinity?" Tolwin responded with a grin of excitement forming on his tired face.

"No, we can't find it anywhere."

The grin faded. "What do you mean you can't find it?"

"I mean just that, sir. We've scouted the area twice. No car in sight. Just this stuff littered about the place."

"Faust, the car is totalled. You saw how the 'Snooty' gun took him out. Even if he survived, he couldn't move it without an industrial vehicle. Or an aircraft, maybe."

"Maybe someone was here before us and did just that, sir."

Tolwin thought for a moment. _Can't rule out the possibility. The mysterious driver is alive, and definitely not alone. Therefore, we are also not alone here._ "Finish up with the transponder and RTB when you're done. We'll talk about this later."

"Yes, sir." The transmission ended with an uncomfortably loud click of static.

...

...

...

Faust hung the hand-microphone back up to the radio set up in his Otokar Akrep light reconnaissance vehicle and leaned back into his seat with a deep exhale. "Yep."

"Well," Junkers started as he stepped closer to Faust's door, "those were the biggest pieces we could pick up. There's some nuts and bolts, metal and glass shards, and a few other things hanging around the grassy areas. Stuff like that."

Faust managed a nod to Junkers and continued to stare out his windshield, lost in his thoughts.

"Faust," Junkers said, breaking the sudden silence, "I've been thinking."

"That makes two of us." replied Faust in a mildly irritated tone.

"I think we're still in the desert."

_ Okay, you've peaked my interest._ "Excuse me?"

"Well, technically not, but I think we're still in the same land."

_In other words, we're still on the same planet._ Faust had been wondering about this as soon as they arrived to this strange place, and he had come up with a similar conclusion as well. However, he was interested in Junkers' take on the theory.

"Why do you think that?"

"Well, first of all our radio communications are Sat-Com. The fact there are still orbiting satellites capable of sending and receiving transmissions tells me we are still on Earth, in the same dimension, in virtually the same province of the desert. And the only reason we're not picking up our older transponder signals is because, A, we've traveled too far out of range, or B, someone found our transponder sites and sabotaged them. And I'm very heart-set on A."

_Well done. I'm pleased to hear another person sharing the same thoughts on the matter. Let's see what else you have to offer._ "What else?"

"I'm still working on some other theories. Trying to make sense of some other things."

"Be sure to let me know when you sort it out."

Junkers nodded and stepped away from the door. "You know, you should take it easy. I'll buy you a drink when we get back."

"With what?"

Junkers lacked an appropriate comeback and instead walked away pretending to hide his smile.

...

...

...

_God, I feel like a shepherd of aliens right now._ Ray led the group of ponies through the thick jungle that was the Everfree Forest, weapon comfortably slung to his shoulder. A select few of the ponies stayed behind due to their fear of this place, which Ray did not quite understand. Though he has never been in one so lush and beautiful, this particular forest appeared to him as normal as any other. After all, they did find him here.

"So," Ray began, "what's the deal about this place? Why are you so afraid of it?"

"Things in here don't work the same as in the rest of Equestria." Rainbow Dash answered.

"What do you mean?"

"Well," Fluttershy answered, "animals care for themselves and plants grow on their own."

"Plus," Rainbow Dash added, "the clouds do everything all by themselves! Moving, raining, you name it."

Ray was completely lost with these latest "facts." _How is this abnormal activity at all?_Then it occurred to him. _Ah, so good ol' mother nature must work completely different here. That means, the mysteriously 'different' Everfree Forest must be the gateway back to my normal world. It all makes perfect sense. But, why be so afraid of it? Why not explore it? Certainly, this purple unicorn Twilight Sparkle fits the type to do just that. Let's find out._ "So, how does that make it the least bit intimidating? Sure it's probably strange and all, but I don't find it sinister."

"'Cause," Rainbow Dash began, lifting off the ground with her beautifully feathered wings, hovering in front of Ray with a playfully mischievous expression, "every pony who's ever come in, has never come... out!" _My multi-colored friend, you are adorably amusing, but you don't scare me one shiver._

"Rainbow!" the southern pony shouted, "It wasn't funny the first time, and it sure ain't funny a second time!"

Rainbow Dash crossed her front hooves, as a human would with their arms when intimidated. "It wasn't supposed to be."

"Still, knock it off."

"Fine, Applejack, sorry for having a little fun with our new... friend." She sighed and turned to Ray again. "What the heck are you anyway?"

"A human." And Ray left it at that, continuing along the path within the forest.

"A hooman... ha! That's a funny name."

Applejack grabbed Rainbow's tail with her mouth and swiftly yanked her back to the ground. "Hush up."

"Jee, AJ, you're awful bossy today. Eat a rotten apple this morning?"

Ray ignored the pony-folks' shenanigans and proceeded with his own thoughts. The rainbow pegasus' earlier words failed to intimidate him, but they were still thought-provoking. _If ponies have traveled in this forest before, and have never returned, it's likely because they found my world. Yes, it is a gateway! And their absence is likely due to the fact danger lurks almost everywhere in the desert._ It took him a moment, but he finally realized something bizarre about the gateway theory. _If the forest is the pathway between worlds, how is it that I'm the very first human to discover their land? They've obviously been here for quite a long time. Decades by the looks of it! This... this doesn't make any sense._

When they finally arrived at the spot where Ray was discovered by Rainbow Dash and Fluttershy, he froze in surprise. _It's gone!_ There was a mess of dirt and rock where the wreckage had previously lay in waste, but there was no obvious sign of the vehicle anywhere. Like it had completely vanished.

"Hey, where'd it go?!" shouted Rainbow Dash.

Ray's instincts took over again, forcing him to unsling his WA-2000. "I swear it was here. Someone must've been here and towed it out. Someone with a vehicle capable of removing it without getting snagged on the slopes here. Like a..." His voice trailed off, as he remembered a very specivic vehicle a certain rogue faction had in their devastating inventory. _Like an aircraft. Or a heavy-lift helicopter, to be precise. Yes, the faction was here. They have my car!_

"What about that over there?" the small, yellow filly nearest to Applejack asked, pointing ahead of them with her hoof.

Ray look ahead, in the approximate direction she indicated. Something metallic was situated within a mess of brush not too far ahead of them. It was light tan like a sandy desert, streamlined with segmented plating. _Some kind of armored vehicle?_ His heart sank. _It's them._ "Twilight, get everyone out of here. Now."

"But why?" She asked curiously. "What's wrong?"

"Don't ask, just trust me. Get everyone back to town. Hurry."

She nodded with slight confusion. "Okay, everypony, let's go."

As Twilight hurried the other ponies in the opposite direction, Ray began venturing towards the partially-concealed military vehicle.

"Aren't you coming with us?" She asked.

"No. I'll catch up with you later."

Twilight was uneasy but didn't argue with him, and instead continued on with the rest of the group.

Ray wanted a closer look at the vehicle, to confirm it was the very same faction he had escaped from back on the desert road yesterday. He stuck to cover behind the trees as he advanced further into the woods, weapon trained towards the suspected enemy. Adrenalin rushed through his body as his heart pounded, speeding his breathing rate and sharpening his senses. He forced his overtly loud breaths through his nose.

Voices. He stopped and kneeled behind a slope in the ground, peering through the scope of his rifle to see his enemy more clearly. He identified the vehicle as a heavily-armored HMMWV with a roof turret bearing a modified 14.5mm ZPU-4 quad-barrel anti-aircraft gun. Next to it was an Otokar Akrep with a communication dish projecting from the roof in place of the machine gun turret.

Panning his scope to the left of the site revealed the source of the unclear voices. Four unarmed men wearing green flight suits stood around a seven-foot cylindrical device planted firmly in the ground. Ray didn't recognize the vertical piece of equipment at all, but it appeared to be some kind of long-range communication device, or some kind of relay for sending or receiving signals. The predicated technicians were using high-tech military laptop computers placed within armored briefcases, probably to communicate with the device and adjust it for whatever function it served.

Various other men patrolled the site, armed with what appeared to be a mix of American, French, and Russian firearms, including modified Colt M4A3s, FAMAS F1s, and Kalashnikov AK variants of all major types. All wore hand-stitched service patches reading "Phantom Raiders - Voces Seditionis" with the text wrapping around the image of an eagle being slain by a metallic bolt of lightning.

Ray realized this was the closest he has ever come to a rogue faction before. He was careful to stay hidden behind the brush as he advanced closer, stealthily, ensuring himself as not to step on anything to exert a loud noise. He was still curious about the odd device the four techs were gathered around, taking further glances at it through his scope each time he knelt back to the ground. Details became more clear as he proceeded, but it still wasn't enough. He finally found a spot within a depression in the earth where he could read the stencilling on the side of it. It read "DARPA - SGPTMTU X224 NO 16."

Ray knew the first acronym meant "Defense Advanced Research Projects Agency," but the following abbreviation was the true puzzle. He figured that if the device was old enough to be a product of the former DARPA group, then the "X224" designation most likely indicated an experimental, hence an "X" instead of "M" for a military production model. In which case, it was probably stolen from one of the agency's experimental workshops. The "NO 16" indicated it was not the only device of its type to be constructed, therefore the faction might have gotten their hands on the rest of them.

As he panned further down the device with his scope, sure enough he came across the bold stenciling "EXPERIMENTAL." Training his gun to one of the tech's computers he could see computer code being manipulated, with a bordered header at the top of the screen reading "Standalone Global-Positioning and Terrain-Mapping Transponder Unit - #16."_Mystery solved. It's a fancy tracking device._

Something cold and metallic pressed against the back of Ray's head. Time seemed to stop.

"Don't move," said a stern, yet muffled voice, "unless I tell you to. Got it?"

Ray nodded slowly, as not to alarm his captor, feeling the gun barrel scraping against his skin.

"Excellent. Now I want you to let go of your weapon."

Ray complied, indexing his finger away from the trigger and neatly setting his rifle into the grass. He felt the gun barrel break contact as as the sound of crunching leaves echoed in his ears. He looked down at his belt. He was still wearing his equipment, including his sheath containing the M1 combat knife. Since his right hand was also concealed from this angle, he had an idea. "Are you sure you want me to do this?"

"Don't speak. Just do as I say."

Ray nodded. _If I die doing this, I die, but at least I did by finally trying this trick on someone. Here goes..._ In the blink of an eye, Ray rolled to the right, whipping his knife from the sheath and throwing it dead center in the heart of his captor. He was a soldier wearing all desert camouflage from the Gulf War era, now stained by blood rushing from his wound. He let out a cry of pain under his Bandero mask, waving and firing his weapon in all of the wrong directions. The gunfire pierced Ray's ears as it echoed through the forest, catching the attention of the nearby soldiers. _Oh shit!_

They scrambled. Three of them, followed by a third leaping from the Otokar Akrep, ran towards the sound of the gunfire. Others, including the techs, took cover behind the vehicles, with one daring individual jumping into a gunner seat positioned behind the HMMWV's anti-aircraft gun.

One of the advancing soldiers spotted him. "There he is! Open up!" _Time to run. Again._

Ray grabbed his weapon and dove for cover behind a thick redwood tree just as the whole company erupted with gunfire. Ray whipped his gun around and returned fire, forcing the approaching soldiers to dive to cover themselves. He quickly recoiled back to cover behind the redwood, giving them a chance to waste more bullets. As he whipped back around to return fire yet again, he ceased the moment he saw the four monstrous barrels of the AA gun trained at him. _You've got to be kidding._

"Hit it!" someone shouted between the loud pops of the automatic rifles.

Ray sprinted away from the tree, diving for a slope in the land. The AA gun rumbled, sending earth-shattering tremors through the ground. Ray watched as bright red tracer rounds streaked across the treetops above like fireflies from hell, with the armor-piercing explosive rounds shredding the ground and nearby plant life. Soon enough, his previous cover that was the giant redwood sported a massive hole at the base. It was now weak, forcing it to break and crash to the forest floor, taking several smaller trees with it.

Ray did not want to stick around any longer. He leapt from the slope and sprinted back to the pathway out of the forest, trying desperately to escape the endless wave of high-caliber slugs and splinters of wood blasted away from trees unfortunate to be caught in the AA gun's line of fire. Ray was eventually clear from the gunfire, but now was most definitely not the time to slow down. _I have to warn Ponyville._

...

...

...

"Cease fire!" Faust shouted to his team, who continued battering the forest with their weapons. "I said cease-..." He trailed off the moment he saw Junkers emerge from the Otokar Akrep with a M202 FLASH rocket-launcher over his shoulder, with the transponder situated directly behind him. Junkers extended the rear tubes and took aim. "No! Wait!"

It was too late. Junkers fired an incendiary rocket into the forest, setting fire to the shrubbery within the blast radius. Faust tackled him to the ground, ripping the launcher away from his hands. He got back to his feet and faced the unit. "Cease fire, god dammit! Put a sock it it!"

Silence at last.

"What's you're problem?!" Junkers said, getting in Faust's face.

Faust's eyes reddened with rage. "What's my problem? You want to know what my goddamned problem is?!"

Junkers began shying away, looking at the trees instead of Faust's angry eyes.

"Look at what you did!" Faust shouted, pointing at the fire growing in the distance within the forest. "You just started a forest fire with that thing!"

"How was I supposed to know?"

Faust picked up the M202 multi-barrel launcher and read the stencilling out loud to him. "M202A2 FLASH - FLame Assault SHoulder Weapon - 4 Max. 66mm incendiary rockets." He paused and looked back up at his shameful team member. "'Incendiary' means 'fire', you dumbass!" Faust pushed the launcher into Junkers' arms with force that threw him off balance.

"I'm... I didn't-..."

Faust ignored his stuttering and looked behind Junkers, at the transponder device. "And as if that isn't bad enough, look what your backblast did to the transponder!"

Junkers turned around to look. It was completely scorched, with various plastic components almost completely melted away. The field laptops were burnt to a crisp, screens cracked, melted and distorted. Useless.

"Congratulations. You just wasted a perfectly good, billion-dollar transponder setup."

Junkers swallowed hard, backing away, looking at the ground in shame.

Faust paused to calm himself. "Agusta!"

"Yeah?" Agusta answered from behind the AA gun.

"Junkers is under arrest. Keep your sidearm on him until I get back."

Agusta reached for his holster and pulled out his FN Five Seven, aiming it at Junkers. "Junk, you mind relieving yourself of your weapon?"

Junkers glared at Agusta, throwing his rocket-launcher at him with a sudden outburst of anger.

"Hoho! Testy."

Faust reached inside the Otokar Akrep, grabbing two medium fire-extinguishers, and began walking away from the unit.

"Faust!" Agusta shouted. "You mind telling me where you're going?"

"To try and put the damned fire out, what do you think?"

"You're not serious."

He shrugged. "Doesn't hurt to try. Just keep your gun on him. I'll be back soon enough." He continued on.

Along the way, Faust muttered curses under his breath. The extinguishers were extremely heavy, being early and bulky Kidde 468003 Pro models with class D dry chemical powder. Blisters began forming in his palms the longer he carried them, but refused to take break, as the fire was still in the early containable stage. When he finally reached the area ablaze, he dropped one of them in relief and began attacking the flames. It was more than enough to put them out, and to his surprise, he didn't even need the other unit. Before long, it was fully contained. Faust dropped the extinguisher on the ground and sighed with more relief.

The sound of a twig breaking behind him woke up his instincts, forcing him to draw his sidearm. "Who'se there?" There was no answer. Suddenly another twig breaks, from the opposite direction. _The driver. He's toying with me._ "I know you're out there!" He scanned the forest in all directions, but saw no one in sight, except for the Raider team in the distance.

...

...

...

A blood-curdling yell of terror echoed in the forest, followed by a single gunshot.

"Faust?!" Agusta shouted, keeping his gun on Junkers. _Something must've happened. The driver must still be out there!_ He tried again. "Faust!" Nothing.

"You two!" He waved his sidearm at two soldiers still dug in the dirt from their earlier firefight. "Go check it out."

They nodded as they pulled themselves to their feet, then headed into the forest. Into the great unknown.


	7. Chapter 7 - The Message

_I must find the town leader._ Every community like this had one, and Ray hoped that this one would be a more reasonable type, as apposed to the occasional fascist with a narcissistic superiority complex. Ray had to remind himself he was no longer in that world._They will listen. They have to listen, for I fear this populace may suffer the same fate as many others in the pathway of the beast's drive for destruction._

Several curious eyes met his as he ran wearily through Ponyville's town square, towards the library. Dirt and wood splinters stuck to his skin and clothing, giving the impression of having been through a terrible conflict. Unknowst to the ponyfolk, it was far worse than any "conflict."

There was a crowd gathered around the library. Ray tried to locate a familiar face... _Where is that purple unicorn? Twilight Sparkle..._ And there she was, just in the open doorway of the building, appearing to desperately maintain order in the disorganized gathering.

Ray stopped just where the chaos began, trying to catch his breath.

Twilight saw him through the crowd. "Ray!" She shouted, running through the crowd like an agglomeration of shrubs. "What happened to you?"

"The rogues." Ray replied, panting. "there here... they're coming..." _Come on, control your breathing! You sound like a madman._

"The who? Who'se coming?"

"The rogues!" He gulped so much oxygen he was forced to cough a portion of it up. _Get to the point. There's no time._ "I have to speak with your town leader. It's important."

"You mean the mayor?"

_Mayor... yes. A town mayor, of course!_ "Yeah, where is he?"

"I'll take you to her."

Ray mustered enough energy to follow Twilight as she abandoned the group. However, five of them also broke away, following as well. Among them were the familiar rainbow one, the shy one, and the southern one.

"Wait for us!" Rainbow Dash shouted.

The other two ponies he did not recognise: an entirely pink pony with a fluffy mane and an unusual method of bouncing to her destination instead of walking or running, and a breathtakingly white unicorn with a beautifully-styled purple mane and tail. _Now's not the time to make anymore friends._

_..._

_..._

_..._

"Mayor... Mare." Spike said aloud, signing a piece of parchment. "There. All set."

"Very good." replied the mayor. "Now send it, please."

Spike rolled the letter and held it in front of the nearest open window. With a big, deep breath, he blew the letter into a dissolving green plume of magical matter that swirled from his claws to its destination through the window.

The mayor's office was clean and bright with color tones that hurt Ray's eyes, especially when the sunlight beamed through the open window, concentrating on purely-white surfaces. Squinting helped, but it made him appear even more intimidating, already standing at attention like a soldier. It seemed the appropriate thing to do when confronting a higher authority, even one of a seemingly peaceful community such as this.

Spike was also a very distracting presence. _A baby dragon... this just gets better and better._ Ray hoped the adult stage was as equally friendly as this younger one before him, in contrast to what he has heard from fantasy stories as a child. He was a chubby little fella, standing short on his stubby feet. His head was so large it amazed Ray how he was able to keep his balance. His scales were a light purple, with bright-green spines standing short but straight along his back and the top of his head. He spoke in an obviously young voice, shadowed by a tone and vocabulary of at least an eleven-year-old.

The message that Spike "sent" was a letter to Princess Celestia, the ruler of this "country" and apparently the mentor of the purple unicorn that stood with the rest of her friends behind Ray. The subject was regarding his visit to Equestria, as well as the opposing faction that followed him. He stressed that immediate action must be taken against them, or they would suffer a terrible fate.

Ray stood impatient and could no longer hold himself back. "Is it nessessary we stand and wait here?"

"Trust me," the mayor said, "with a message like this, expect a reply within the next thirty seconds."

Ray gave up trying to figure their "system" of things. _If messages could be magically sent to their recipient in a matter of seconds, then an insanely quick reply shouldn't be much of a surprise._

And sure enough, a familiar plume of green magical matter swirled through the window, forming into a similar roll of parchment to the one they had sent to the Princess. It seemed to hover at just the right moment for Spike to catch it as it began to plummet to the ground. He unrolled it and cleared his throat to read it out loud.

"Dear Ray," he began, "First I would like to welcome you to our land of Equestria, and sincerely hope that your stay in the lovely town of Ponyville has brought you much enjoyment and support. Regarding the undesirables you spoke of, I would like to thank you for bringing this urgent matter to my attention. I have sent a legion of two-hundred of my finest soldiers to Ponyville to counter this terrible menace." Spike trailed off with obvious worry in is bright, innocent eyes. He looked up at everyone and spoke with a tremble in his voice. "Is there going to be fighting? Here? In Ponyville?!"

"Spike!" Twilight shouted, hinting for her little assistant to focus on continuing the letter.

"Sorry." He looked back down at the disturbing text and continued on. "From what I have heard about your travels among the outside territories, you appear to be an excellent warrior and potential keeper of peace, however, I do not wish for you to participate in any possible violence before I have spoken to you about this situation personally.

I want you, Twilight Sparkle, her friends, and her assistant, Spike, to come to the palace immediately. I look forward to meeting you, dear Ray. Sincerely, Princess Celestia."

_Peculiar. Almost reckless decision, especially since they don't know who they are fighting. I hope for their sake that her men have the right tools for this kind of warfare, or she could be marching two-hundred souls to their death. Not factoring collateral damage... the innocent lives of Ponyville, even Equestria itself._

The mayor interrupted his thoughts. "The Friendship Express arrives in twenty-five minutes, everypony."

"Don't worry," Twilight said, "we'll be ready. Good luck."

_Indeed. You'll need it._

_..._

_..._

_..._

The mess tent was loud. Trays clanged, voices errupted from wherever one turned, and vehicles rumbled everywhere outside the tent. It smelled like a mixture of rotting meat soaked in gasoline and rolled in a giant ashtray. People smoked while they ate roadkill and bread, and while drinking the dirtiest of "filtered" water. The liquid-purification devices on the HMMWVs were damaged for the moment, forcing them to consume water stored in broken Brita filtration and storage containers.

Tolwin, Marchetti, and the young co-pilot Riggs were seated at the far corner of the rowdy mess. They were able to speak about the situation freely without having to worry about anyone eavesdropping and causing a panic.

"This just doesn't make sense." Tolwin thought outloud. "We've backtracked at least twice but there was never any sign of the road."

Riggs rolled his eyes yet again. "To be fair, sir, we didn't go very far. What, maybe about a mile down the riverside, tops?"

Marchetti looked at Tolwin in the eyes with perfect understanding. "The driver."

Tolwin nodded. "I can't help it." He picked up the filthy water, about to drink it, but upon quick inspection he decided otherwise and set his cup back down. "Something about this man seems so unusual. The first encounter on the road, him leading us to this... well, here..."

"Has anyone found the wreckage yet?" Riggs asked.

"Nope." Marchetti replied. "No reports since Faust's unit called in about the car junk. But I suppose it won't be long before they eventually uncover it." He glanced over to Tolwin, who was obviously lost in his thoughts as he stared into the abyss of his filthy cup of water. "You think he's still alive, don't you?"

Tolwin sighed. "I don't know what to think. All I know is that I have a gut feeling we've fallen into some kind of trap."

Everyone froze at the thought. The driver's actions that led them here made it no surprise to them, but having actually fallen into such a situation was a frightening thought. Especially since they have yet to find their escape. Which is, of course, thanks to their commander's reckless curiosity. Tolwin realized his mistake, but he also felt prepared either way.

Special tecnician Jones entered the tent, running towards the three men in haste.

"Jonesy." Tolwin called. "What do you got for me?"

"Sir," he started, "we've lost contact with the second scout team."

All three stood to their feet in surprise.

"What?" Riggs asked curiously.

"First Team also reported hearing gunfire on their way back to basecamp. Sir, I think..."

Tolwin put his hand up to silence Jones, as he watched the traffic coming in and going out of the mess tent. Within the mix of faces he spotted a distinguishably familiar one.

"What?" Jones asked, turning the direction Tolwin was looking.

"Faust!" Tolwin shouted, leaving the table.

Faust turned to his commander and stood at attention. "Sir!"

"What the hell happened? Why aren't you prepping the second transponder?"

He slowly stood at ease. "Sir, we need to talk. It's extremely important."


	8. Chapter 8 - Living Legends

"Now listen up!" Shining Armor called out from the balcony overlooking the Celestial Ward, to the two-hundred battle-ready Royal Guardsmen below. "Your time has finally come! All of your training and hard discipline has been for this very moment! For you see, unwelcome visitors have arrived into our great land. They seek violence and destruction, thereby threatening not only the kingdom, but the balance of peace and harmony we've built for so long under Celestia's rule.

I'm sincerely confident that you are all ready for the task at hand... to finally have the honor of proving your loyalty to the Princess and your kingdom by defending it with your combined strength and determination." And with that, Shining Armor took a pause to admire the sincerity of the soldiers' expressions. He knew they would defend their princess and their land with their very lives, because of their genuine love of both. They were honored to serve under Princess Celestia, for she was the primary reason why Equestria has been known by everyone as the pinnacle of peace and harmony. It was perfection. They would do whatever it took to ensure its security.

Shining Armor understood this dedication by heart. He served under Celestia as Captain of the Canterlot Royal Guard, as well as Celestia's primary military advisor. He was a very well-respected military leader for his brilliance regarding tactics of modern warfare in the name of protecting the princess and keeping peace among Equestria. He has publicized nearly two-thousand revolutionary tactics and strategies within Canterlot's branch of military power. They were flawless, having been physically tested in realistic battle scenarios with his fellow guardsmen by other high-ranking officials. He and his men were prepared for any threat of the modern age.

Before he could continue his speech, a high-ranking guardsman next to him cleared his throat, indicating to Shining Armor that time is running short. He understood and wrapped it up with a few final words. "Equestrians! Brothers and sisters of the sword, we have and will forever remain guardians of harmony. Fear not of our new enemy! Show them we will fight without mercy in the name of freedom!"

The enthusiastic band of warriors responded with a hearty "Hoorah!"

Shining stepped back to allow his accompanying guardsman official to take over. "All yours, Colonel Blackburn."

"Thanks." said Blackburn, uncomfortable with Shining Armor's choice of ending with a motivational speech instead of saving it after operational briefing. Colonel Blackburn was second in command of the Royal Guard, specially selected field commander of ground forces, which meant he was chosen to lead this army into battle personally, with the aid of five squad leaders to oversee organized field tactics executed by the two-hundred soldiers split into five specialized units respectively.

"Time is in short supply, so I will get right to the point. According to an anonymous source, the enemy has situated themselves within the depths of the Everfree Forest. They are highly mobile, and it is only a matter of time until they have discovered the neighboring town of Ponyville."

Shining's heart skipped a beat. _Ponyville. Home of Twilight Sparkle, my dearest sister! Oh, how I wish I was assigned field commander of the operation to ensure your security personally. But I'm afraid that it is from the princess' discretion that I must perform my duties here, for Canterlot is also in great danger. _

Blackburn continued. "Ponyville has no form of defence whatsoever, which indicates their chances of surviving an attack are almost nonexistent. Fellow guardsmen, we will change that. We are to act as both defence and stabilization. It is imperative we drive this enemy back, and away from Ponyville, for it is a vital strategic position that exposes the location of Canterlot.

We will arrive via battlewagons, with units of fourty guardsmen per squad leader. We will follow tactics 'secure and overwatch' and, should we engage, 'reserve-engagement and defend', in which squad leaders Dornier and Wulf will lead their men in the first wave of the engagement. Maveric and Breguet's men will stand by as reserve forces, and finally Gulfstream will situate his unit deep within the town as the last line of defence."

Shining ignored the rest of the briefing, as he has heard all he needed to hear. They were going to execute two proven tactics tested by himself in the past, except this time they will be used in actual battle.

Their organisation as an army also concerned him a great deal. The Royal Guard consisted of a total of five-thousand, three-hundred men. This was the lowest troop-number of any government, purely because the Guard was Equestria's only line of defence. No dedicated army or naval corps, however an unofficial "aero-corps" could easily be improvised with pegasus ponies, Guard or otherwise, should a situation arise that is out of traditional ground forces' control.

It also consisted of a sub-corps called the "Lunar Guard." These were guardsmen specifically assigned in protecting Princess Celestia's younger sister, Princess Luna, as well as the rest of the palace during the general night shift. Most of the Lunar Guards consisted of chiropteranoid pegasi hybrids, but there were a small number of unicorns and earth ponies that patrolled the palace grounds.

Indeed the Guard was a highly-trained organisation in comparison to lower-class military corps, but their power in numbers was regrettably insignificant.

_I pray they are prepared for this conflict. A faceless enemy is the worst kind of enemy, since we have no knowledge of what they are capable of._

_..._

_..._

_..._

Princess Celestia and Princess Luna watched the two-hundred guardsmen through the great observation window overlooking the Celestial Ward as they moved out, following the lead of their respective field commanders.

The two royal cerapters were absolute goddesses in appearance, larger than average ponies, clad in regal attire both simplistic and elegant, also in expression of their royal duties. Celestia had a brilliant cutie mark representing the golden sun, while Luna's represented a radiant quarter-moon. Their seas of manes and tails flowed like waves against gravity, thanks to powerful yet lustrous magic. Luna's, during the night, was even more impressive. Under the gleaming ocean of stars, her mane contained sparkling representations of every known constellation. During the day, however, it was as plain as a cloudless sky of blue.

"Big sister?" Luna said to Celestia, turning to her with such innocent aquamarine eyes.

"What is it?" replied Celestia, returning her sister's gaze with a smile that highlighted her already beautiful purple eyes.

Luna looked back out the window, observing as Shining Armor made his way back to the main palace grounds. "Why didn't you let Shining Armor take field command of the operation? I mean, after all, is he not the brother of Twilight Sparkle? Don't you think he would want to see her again and oversee the protection of her from this menace?"

Celestia's smile faded as she too adverted her attention to the outside activity. "Luna, my dear sister, let's not forget about the previous threat made against Canterlot. I need him here to perform his protection spell over the palace while the selected guardsmen control the latest situation in Ponyville."

_Ah, yes. The return of our dreaded enemy. Let us hope the threat in Ponyville can be contained in time for their arrival. This time, I hope, we are ready for them._

Shining Armor emerged from the entrance to the great hall and bowed before the princesses. "The troops are on their way, your majesty." He announced to Celestia.

"Splendid."

"May I perform the protection spell now?" Shining asked, standing at ease.

"Yes, of course."

...

...

...

Equestria. It was a name coined for the land long before the rule of Celestia. For centuries it had been an undiscovered land among the intelligent ponies, one of many blanks on the map. Ponies had been born into a world of chaos and hatred, starving for the most basic of needs. Food was scarce, weather was harsh, and pony races and cultures were divided by such petty differences. For what seemed like eternity, they were slowly consumed by darkness brought upon them by both the elements and their own attitudes.

Apparently it was their attitude towards each other that dramatically shifted the magical laws of harmony into turmoil, thus affecting the natural elements themselves. The three major pony races - Earth, Unicorn, and Pegasus - were forced to explore the outside territories to start their lives over, in attempt to re-build their societies in a way that functioned harmoniously. Little did they understand that they were missing a vital element to end their bitterness once and for all. Friendship.

When the three leaders of their respective races discovered Equestria, it took the most unlikliest of of individuals to show them was friendship truly meant. Their hearts melted and they united, co-founding in a way that kept balance in harmony and peace between races.

Not long after this revolutionary discovery, the first cerapter was born into the land. She wielded the most powerful of magic that saw potential as means of controlling the magical laws in favor of maintaining peace among them. It was so powerful it seemed to effect the sun itself. For this, she and her family were considered royalty. Soon, she would have a sister of the same magnitude of power. They were assigned co-rulers of Equestria. It would not be long before Equestria's flag bore a coat of arms that represented the two sisters.

As Princess Celestia carried the burden of raising the sun at dawn for her subjects, her younger sister Luna would bring about the moon at night. To much of the ponies' surprise and utter gratefulness, they carried out this tradition for centuries. They were like mighty goddessess, as they were so powerful that they were literally immortal. To date, they still bore their earliest titles as princesses.

However, Luna became bitter. She felt as no one cared for her significance in the magical balance of their land. Celestia's subjects seemed to favor the daylight, but shunned the night. After many years of this rejection, Luna left her older sister's side to become an independent ruler of her own. But instead of maintaining natural balance, she vowed to bring about eternal night. Only then did she feel she would get the love she deserved. Her decision shifted the laws once again, transforming her into a wicked and much feared mare of darkness. She was Nightmare Moon.

Celestia attempted on many occasions to reason with her bitter sister, but she would not listen and proceeded with her terrible ways. For this, Celestia was left with only one choice to protect her land. With all her incredible magical ability, she banished her younger sister to the moon itself, for a duration of one-thousand years.

Celestia in the meantime carried the burden of controlling both the sun and the moon. As the years passed, ponies continued to live their lives in harmony, as if this banishment of royalty never happened. Indeed it became a legend among many, but time dissolved it into a "ponies'-tale" that would be soon forgotten in the modern era's peak.

But one dedicated unicorn researcher knew the severity of the story. The moment Twilight Sparkle discovered the startling legend, she knew it would not be long before harmony would once again be in jeporady. Twilight urged Celestia to act upon this arisen situation, as Nightmare Moon's punishment of isolation was drawing close to its end. Celestia, however, had a very different plan in mind.

Twilight marked the beginning of a generation that began losing touch with the concept of friendship, the very element that founded harmony in Equestria. She had no friends, but a mere assistant in her studies, the baby dragon Spike. Books and research were the foundation of her world, and nothing more. Celestia feared this social isolation would spread, and the balance would crumble in favor of Nightmare Moon's great power. Not even Celestia could prevent it like before. Even more so, Twilight was her most faithful student and apprentice. She loved her like a daughter, and therefore wished for Twilight to live her life in understanding of how this balance worked. But there was another, even deeper reason.

Harmony was not entirely a single element, but made up of six different elements - honesty, kindness, laughter, generosity, loyalty, and magic. Without any of the five elements, there would be no magic. And without magic, harmony could not be brought to balance. Let alone friendship itself. Everypony lived by these elements as well as they could, however the true elements lived in spirit through six very special and gifted ponies. Celestia knew Twilight was one of them, but like a sleeper she had not awoken to this realization. She needed to experience what true friendship was in order to defeat Nightmare Moon and maintain balance in harmony.

Celestia urged Twilight to find friendship in Ponyville. It was not without immense resistance on her part, but when she did find friendship, the sleeper inside had awoken to the most chilling revelation. She and her friends represented the elements in the flesh, and with their combined power, they were able to defeat Nightmare Moon and revert her to her true self. Luna had felt the revelation herself, for she begged her older sister forgiveness for what she had done and vowed to never let her bitterness overcome her in such a way again. Luna and Celestia ruled together once again, in peace.

Though as time passed in which other rival governments or powerful forces would challenge the integrity of the balance, it remained the pinnacle of harmony for many years to come.

_Harmony... in the flesh. Unbreakable, never forgotten, and forever shall it remain._

_..._

_..._

_..._

The mid passenger compartments of the Friendship Express were equipped with electronic vibration-dampening absorbers and were constructed with heavily sound-proofed material. Faint hums and light trembles often snuck through, but could easily be ignored by an occupied mind.

Such as Ray's mind as he let the legend of Equestria and pony-kind sink into his thoughts.

He and Twilight Sparkle were seated face-to-face next to a passenger window. She had just finished telling Ray one of the most awe inspiring stories he had ever heard in his life. And it was not a work of fiction. It was real!

Before him sat the element of magic, something that defied Ray's life-long belief in the universe's known laws. Accompanying them were the rest: Honesty, represented by Applejack, the hard-working earth pony with the thick southern drawl. Kindness, represented by the timid and oh so caring pegasus Fluttershy. Laughter, represented by Pinkie Pie, the playfully energetic pink earth pony. Generosity, represented by the beautiful white unicorn Rarity. And finally, loyalty, represented by the bold and brave pegasus Rainbow Dash.

Heroes. _My god, this is so fantastic, I can barely keep my sanity. Have the fairey tales I've heard so much as a child be true? Could the so-called myths be fact? I can't wait to speak to their Princess. Oh, I have so many questions!_


	9. Chapter 9 - Dusk of Fear

Tolwin was genuinely shocked and amazed. As he stared through the lenses of his binoculars, he spotted what he swore were an alien equinoid species running a beautifully rich town. They were everywhere. _So this is where the driver intended to bring us._ So many questions flooded his mind as he watched, never peeling his eyes away from the lenses.

He was accompanied by Marchetti and Riggs, who worse equal astonishment. Among them was also Faust, shifty-eyed about the group and what they were witnessing. The Shilka was sitting idle just behind them, on a steep slope that overlooked the distant town, not far from the second transponder site in the forest.

"Those were the ones that attacked us." said Faust, pointing at a particularly large band of newcomers to the town. Tolwin observed. They appeared to wear medieval battle armor and weapons. Some even drove old-fashoned carriages that carried more of them.

"How many?" Asked Tolwin, almost in a whisper.

"A platoon of fifteen."

"How did they get past the AA gun?"

"They hit us in a crossfire. They were armed with bows-and-arrows and took out our major armament before finishing us off."

Tolwin, for the first time since they arrived at this slope, took his eyes away from the binocuilars and turned to Faust. "Then how did you escape?"

He took a pause to think. "Well, Junkers accidentally started a fire with one of our weapons, so I went out alone in the woods to put it out. I figured the smoke would give away our position."

After a moment of silence Tolwin became agitated. "That doesn't answer my question."

"Oh right, well, I warned some of them off with my weapon and made a run for it. I had no choice, because by then they had already took out the majority of the squad. Eventually re-enforcements came and I was horribly outnumbered."

_This is so uncanny. The driver lead us to a land of intelligent equine... but why?_ In an instant, he remembered his theory on the driver's intentions and looked back at the town with a smile. _It is a trap! And here it is, staring us in the face with the most innocent camoflage imaginable._

"This just ain't real, man." Marchetti said with a snort of disbelief. "How is this even possible?"

"Regardless, they stand in our way as an opposition." Tolwin said, once again looking through the binoculars.

"Excuse me, sir?" asked Riggs.

Faust, however, grinned deviously with perfect understanding.

"They're hostile." Tolwin put his binoculars in his belt-pouch and walked toward the Shilka. "We now have a potential settlement for operations. But first, we have to clear it of said opposition."

"But, this is the first contact with an intelligent species other than people!" Protested Riggs as he followed Tolwin. "They could be aliens from another planet for all we know."

"Yeah, an intelligent species that wiped out my whole squad." Faust interjected.

"Your squad was lazy! Always keep your guard up, even with a force of seemingly weak defence as these things."

"What do you think we were doing, throwing darts?!"

"I'm just saying, it's rare incompetence when the gunfighters lose to a knife."

"Shut up!" yelled Tolwin. "We're going back to basecamp to pack up and prepare for our invasive strike. Riggs, make sure the gunship is fuled and hot before we move out."

"Yes, sir."

...

...

...

Dusk began rolling through the evening twilight. The winds settled and the birds climaxed their sweet music before finding a final resting place for the coming night.

Ponyville was cleared of civilians, who at this point were in hiding within the Town Hall's subterranian shelter. The Guard was situated in major road-blocks and overwatch positions around the town. Gulfstream's men in particular were situaded around Town Square to protect the Hall, with crossbow snipers placed in the nearby clock tower.

Trenches were dug around the outward parimiter of the town facing the direction of the Everfree Forest, with haystacks and rusty rail-bariers to slow down whatever enemy ground forces charged at them, giving the Guard a better opertunity of driving them back in a heated battle. The barriers also surved the purpose of temporary cover say the guardsmen have a chance to drive the enemy back, however that meant it was also potential cover for the enemy as well.

The trenches were dug along the earth in layers like an onion, with the closest of which keeping the unit's leaders, including field commander Blackburn. They also contained reserve supplies and weapons for over half of the entire legion.

Everypony watched and waited with what felt like an eternal duration thanks to their utter nervousness. Blackburn was no exception, for it was also his first official conflict. _My enemy, my faceless enemy... unmask yourself and step out of the shadows for us all to see. We want to witness your shame in challenging our great land's integrity. We will never crumble in the hooves of such a likeness as yourselves. Come, my enemy. Your fate awaits._

"It's gonna get dark soon." mumbled Wulf, breaking the tense silence. "They might use the shadows to their advantage."

"Right." Dornier agreed. "Better get the torches lit around the parimiter. Who has them?"

"Um... Maveric's unit, I think."

"You sure?"

Wulf shrugged.

"Hey, Mav!" Dornier shouted further down the east side of the trench.

"Yeah?" answered a distant voice.

"You got any torches?"

"No! Why?"

"Well, who has them?!"

About five seconds passed as Maveric could be heard mumbling a conversation with his men. Then: "I think Breguet has them!"

Dornier turned to the west-side. "Breguet!"

"What?!"

"Set up some light around the outer defences!"

"Affirmative!"

"No campfires," said Blackburn, "just tiki torches and candles. Campfires will take too long to set up."

"Right. Breguet! Tiki's and candles only! Black's orders!"

"Alright!" acnowledged Breguet, gathering his selected torch-bearers.

"Wulf." Blackburn said.

"Yes?"

"Cover them with your archers, alright?"

"Yes, sir. Archers! Follow my lead, lets go!" He lept from the trench and galloped in the direction of Breguet's unit as they set up the torches, with his archers following in two-by-two formation. Once grouped, they spread among each of Breguet's men to provide decent cover while they were occupied with their task.

"They better get here before sunset." Said Dornier. "The mountains are going to cast an unpleasant shadow over the plains that any ground forces could pass through stealthfully."

"Up until the torches, at least." Blackburn interjected. "They'll be lit up enough for the qlose-quarters assault groups, but the archers are gonna have a real problem with range."

"Hmm, I dunno. Closer for them the better, in my opinion."

Blackburn shook his head in dissagreement. "I tried it once myself. Depth-perception is off when you attack silhouetted targets."

"Gulfstream's men'll have a real bad day then if things go south up here."

"Huh?"

"He's only got fifteen swordsmen." He let out an amused chuckle.

"Oh, horseapples. We'll have to get Mav's unit to fall back if the first three defence lines are penetrated."

...

...

...

The Raiders were packed up and ready to move out as they scrambled for their vehicles, heading out for the pathway through the forest. Among them was Tolwin and his monster Chinook gunship, leading the way across a shallow horizon.

Riggs let out a yawn over the radio.

"Riggs," Tolwin said, "you alright?"

"Yeah, I'm just aces, sir."

"Good. I don't want you falling asleep at the wheel."

"Just worn out. My back's killing me too. Been sitting in this seat too long today."

Tolwin rolled his eyes with a sigh. "So's mine, just suck it up until we secure the town."

"It's gonna be hell trying to organize an assault without our GPS." Jones said, casually seated at his station in the crane-controller box.

"I know. Just make sure Marchetti leads the armored column in first. I want the softskins as far back as possible."

"Yes, sir."

...

...

...

The Shilka's interior was a cramped mess of machines that made it extremely difficult for one to leave their seat, or station itself. It was dimly-lit with only with two red lights and computer screens. It rattled and heaved uncomfortably as the driver pushed through rough terrain.

Marchetti was seated just rearward of the vehicle, at the "command station", sandwiched between Faust and an assisting technician, who went by the name of Virus.

Jones' voice crackled over the radio. "Shilka! Metalheads forward, softskins rearward. Copy?"

Marchetti hit the transmit button. "Roger." He then switched to the general ground frequency. "All MBTs and mobile artillery up front, spread out. ACs and softskins in reserve. Stand by."

Various drivers shouted their acknowledgements over the radio.

Faust in the meantime was writing something on a clipboard with one of their grease pens. Marchetti couldn't help but notice and expressed his curiosity.

"Hey Faust, what are you doing?"

Faust flipped the front page back and showed him. It appeared to be some kind of checklist with scribbles of mathematical equations in various places. "It's our munitions reserve. I'm just estimating how much we lost in the attack back at the second transponder site."

Marchetti nodded and went back to his buisness.

Faust flipped the page over again and continued his activity. Except that the second page wasn't a list at all, but what appeared to be a note or letter to someone. It read:

_ All is going as planned so far. Please thank the primary operations advisor for such a well thought-out plan. However, there is some troubling concern I have that I feel I should share with you. These new subjects are far greater than the last ones. They are much smarter, and much more resourceful. They are armed with such devistating firepower, the likes of which that are a fearful match against our own arsenal. I fear my cover won't hold for long. I strongly suggest you delay the lone arrival and prepare your forces immedietly._

He finished it off with "_Signed, Operative 29._"


	10. Chapter 10 - Invasion

The great hall glimmered a shadowless scintillation as sunlight flooded through every which window that surrounded its brilliant interior. Which made little sense to Ray, as the sun was close to its daily term. _It's magic. And that will be my answer to any phenomenon yet unexplained by my own knowledge of the universe's laws._

And there stood before him and his pony friends, among two gold-clad Royal Guardsmen, a radiant goddess of a cerapter, so regal and so pure. She was breathtaking._Princess Celestia..._

"Welcome!" she called upon her subjects arriving to her presence. "It is lovely to see you all again, and it is a great pleasure to finally meet you in person, Ray."

Ray bowed as the six ponies did. "The honor is mine to be bestowed with the privilege of meeting you in your beautiful kingdom, your highness." He got back up, on cue with the others.

Celestia giggled. "Dear Ray, you need not impress me with bold expressions."

Ray blushed for the first time in his life as he stood at ease. "It comforts me, your highness."

She gave a smile that spread contagiously over the majority of the group. "You may call me Celestia."

_ Such heart this cerapter has. What an honor these ponies have in serving under her rule. I envy them so much._ Time was short, and Ray knew it like a question that ate at the mind, desperate for an answer. _We have to act immediately before the Raiders discover this place_. "Princess Celestia, I'm afraid time is-..."

"Time," she interrupted, "is in short supply as of late, this I know. Our enemy of the great desert has shadowed your travel to Equestria. The legion of guardsmen I sent to Ponyville will be an adequate stabilization force that should contain the situation while we discuss the details of their stance."

"Their stance is quite clear, Celestia. They are a great enemy to you, me, and everone else in their path."

"I know, but why? What do they seek in this evergrowing drive for destruction?"

"Destruction itself, I'm afraid. They kill simply to cleanse the world of opposition to a long dissolved cause." _Not to mention grow their terrible arsenal. Which I should mention..._ "However, there is a major detail you've not factored before sending your two-hundred soldiers into battle."

"What might that be?"

"Technology." The word made Celestia furrow her brow. "Everywhere I look in your kingdom, I see the most primitive of technology. Swords, crossbows, spears, carriages, and the most thin of armor. If this is the state you have sent your men in, I'm afraid you will have to prepare two-hundred wooden caskets. For you see, the Phantom Raiders are equipped with a devastating arsenal of modern human technology. Explosives, firearms, computer-guided weapons, reactive armor, and vehicles with engines strong enough to pull themselves."

"I've seen it." said Twilight. "I've seen Ray's vehicle in the forest. If we are up against an enemy of this magnitude, we are in great danger."

Celestia looked at the floor, obviously deep in thought about these new details.

"Worse yet." Ray said, glancing through a nearby window. "They have a gunship."

Celestia looked to Ray again, brows furrowed once more.

Ray noticed her confusion. "An armed helicopter, your majesty. A flying machine with powerful weapons, able to hit targets otherwise impossible to reach with ground-based units."

Gasps errupted from everyone in the hall. Celestia herself let out a deep sigh, bowing her head as if she were ashamed of something. "I..." she began, "I have made a terrible mistake."

"What is it?" asked Ray. His friends also looked on with with their adorable curiosity.

She straightened herself once more. "Recently we have fallen victim to a terrible race that has threatened Canterlot. They are clever creatures, on a very similar drive for destruction. When you told me of an enemy of great power, I had made a foolish assumption that you were referring to them." She paused for a moment, walking towards a window overlooking the palace protected by a bright, pink forcefield. "They, too, are dwellers of the desert. Ever since we've expelled them from the country. They want revenge." She turned back to Ray. "You see Ray, I did have minor doubts. That's why I brought you here, not just to welcome a newcomer, but to find out if these were truly our known enemy. And I needed to know from you, personally. It seems our situation has escalated much more than I had anticipated."

"Wait a minute," said Twilight, "what known enemy? You don't mean..."

Celestia nodded.

Ray was lost with panic. _You've got to be kidding. Now we have another enemy to worry about?_ "So who is this enemy you're talking about?"

"They're called changelings." Celestia answered. "A very deceptive species capable of mimicking whatever lifeform they come in contact with, that is the closest to their own biology, of course. They've fooled us once before, even penetrated our thick interior defences. We defeated them eventually, but not in whole. I fear they are regrouping and preparing another invasion as we speak."

"They feed on love." Twilight added.

"Love?" _A species that feeds on a pure emotion?_

"Pure love. It's a long story, but my brother fell victim to their queen during the invasion. They have very powerful control over pony minds when they feed."

"How were they defeated?"

Twilight smiled. "That's the irony of it. The very thing they came for defeated them. The love between Princess Cadance and my brother was so strong, that it literally gave him power to perform his protection spell on a dramatic overdrive, which expelled the changelings from the palace and the land itself."

"However," Celestia stepped in, "the circumstances are different this time. We had been prepared for their arrival since you came here, Ray, but I'm afraid that now your enemy has interfered in this conflict, we will not be able to drive any of them back with traditional methods." She turned and walked away from the group, towards a tall door with brilliant celestial design. Her horn glowed as she inserted it into a small opening at the center. It came alive with magic as it opened to reveal a beautifully-decorated case.

Rarity was obviously awestruck as Celestia levitated it before them, her eyes wide and bright like blue sapphire. "Oh my..." She said, lost in its elegance.

It opened, revealing six items encrusted with shimmering gold, and large gemstones that resembled symbols seen on the ponies' cutie marks. Five were necklaces, but the sixth was a type of crown or tiara. _These must be the elements. The physical representations, anyway, according to Twilight._

"You must use the elements once again, my little ponies, and defeat our new enemy, before it's too late." Celestia levetated the elements swiftly to each pony. "The fate of Equestria rests in your hooves. As well as yours, Ray."

My hooves... what now? "What shall I do?"

"Defend the elements. Protect them, and your friends, while they perform their spell."

Ray took a breath to speak, obviously in objection, but Celestia lifted a hoof to silence him.

"You need not warn my further of the power wielded by these people. With the elements by your side, you shall be invincible. You have my word. Now go!"

With that, The group led Ray through the exit of the great hall.

...

...

...

A rumble. It echoed across the horizon, spreading among the dozens of cautious ears. It was distant and low, but worthy of the attention that the guardsmen payed to their surroundings, of which were slowly darkening as the sun went deeper behind the great hillsides that surrounded Ponyville.

"What is that?" Blackburn asked with a whisper, to nopony in particular.

"Sounds like a machine." Dornier answered.

Blackburn looked around but saw nothing out of the ordinary. "Where is it coming from?"

Nopony answered. The sound grew closer and closer, heavier, almost like a fast heartbeat that began trembling through the ground.

"Steady everyone! Look sharp!"

Something hissed ahead of them, like a firework launching from a mortar tube. The result, however, was not a pretty burst of light in the sky, but a firey explosion that leveled a small building just behind the trenches. Hot debris rained upon the guardsmen like molten rock and ash from a volcano. Many startled from the blast found themselves panicking, desperately shaking the burning debris away from their coats.

"What was that?!" Dornier yelled.

Blackburn frantically tried to find the source. "I don't know! I don't see anything!"

"Look!" Wulf shouted, pointing to the direction of the supposed source.

Blackburn saw it clear as daylight itself, soaring through the sky like a dragon attacking its poor unfortunate prey on the ground. It was a metal flying machine! It had wings that never flapped, but two extra pairs on its head and rear that seemed to rotate at breathtaking speed. Its force was strong enough to brew a windstorm that kicked dirt and rock all around it.

"What is that thing?!" shouted Wulf, hugging the dirt of the trench.

Before anyone could answer, a puff of smoke popped from a bundle of tubes hung underneath the stationary pair of wings, with the familiar hiss of an airborne projectile. Within a split second, yet another building was reduced to burning rubble.

"I don't know," shouted Blackburn, "but we've got to take it down! It's destroying everything!"

"How?!" asked Dornier.

"Wulf!"

"Yeah?!"

"Archers! Take it down!"

"Yes sir! Archers, take aim and fire on my command!"

The guardsmen awoke from a brief catatonic state, readying their weapons as the flying beast flew over them.

"Ready!" Wulf called. "Aim! F-..."

Something else in the distance made a loud and repetitive popping sound, like Chinese fireworks. Bright yellow objects the size of fireflies passed over them, with a buzz like angry wasps. Many tiny explosions erupted along the dirt of the trenches with what almost sounded like little screams or whistles.

Dornier's hoof suddenly blasted away from his forearm, flying into the trench behind him. He let out a terrible cry of pain as blood sprayed from the stump. Blackburn shouted a curse as he tried to support him, trying to figure out how to help. A soldier on the east side somehow lost his head. His body tumbled to the bottom of the trench, with his head rolling past many shocked guardsmen desperately taking cover from the chaos. Many screamed with panic, running out of the trench and away from the battle.

"No!" Blackburn yelled. "Get back over here! Take cover!"

"Oh sweet Celestia, what the hay are these things?!" Cried Wulf as he watched ahead.

Blackburn saw them too. They were like carriages, but they weren't pulled by anything they could see. They were of metal construction, with tracks like a steam tractor or crane. They had long tubes projecting from the tops, pointing straight at them. They rolled closer, crushing rocks and plant life beneath them. An explosion erupted from the front of one of the land beasts, causing another one that sent a shockwave through the west-side of the furthest trench outward to the command line.

Many of the fleeing guardsmen were quickly mowed down by the smaller popping weapons that were apparently launching micro projectiles everywhere.

Blackburn looked back down to Dornier, who lay cradled in his arms, eyes wide in motionless horror towards the sky. His cries of pain, his breathing, his heartbeat, all ceased to be, due to his apparent blood-loss. He was dead. _No, this can't be. Dornier, my old friend, fight it! You're not dead yet!_ "No, Dornier, stay alive! Don't you die on me!" He shook his friend with desperate franticity. "Don't die on me, Dornier! Fight it! Dornier!" It was no use, for Dornier lay a lifeless and bloody corpse in his arms. Blackburn was in shock as he stared into his empty eyes. Tears fought to run while his stomach lurched in a way that he had never felt before. _This is real... no, this is a nightmare. It's just a nightmare! Order Mav to fall back. Wait, what? Mav? Oh, Maveric... fall back, why?_ Blackburn looked beside him. Wulf was hugging the dirt as he yelled to him over the explosions and screaming.

"We have to get Mav's unit back!" Wulf crawled closer, grabbing Blackburn's left foreleg. "Blackburn, snap out of it! We have to go! Now!"

_ Oh, yes! Maveric's unit is emergency support for Gulfstream!_ "Right, order Mav's unit to fall back and regroup with Gulfstream's unit! Go!"

Wulf turned to Maveric's direction in the trenches. "Mav! Mav! Fall back! Fall back, now! Regroup with Gulfstream!" He turned back to Blackburn as he made his way out of the trench. "Come with me, sir!"

"No, you have your orders! Now go!"

"I'm not leaving you behind, sir! Let Dornier go!"

Blackburn took a breath to respond, but found that he would be communicating with cloud of red mud and rock, as an explosion engulfed his very existance before his eyes. He felt a slight sting on his face and rubbed a hoof on the irritated region. He felt a large, gaping wound, possibly fragmentation from the explosion. His mind struggled to expel all realization of the events that unfolded. _No, keep it together. You have units to command. Wake up! Leave Dornier and get out of the trench bef-_...

Darkness. A sudden black hole of nothingness.

But behold! There was light again. _Dirt... rocks... grass... I'm on the ground? Where am I again?_ Blackburn came to realize he was laying on his side, on the ground no less. He could hear almost nothing but a loud ring in his ears, and eventually muffled thumps and bangs, as if someone were punching a pillow behind him. _Get up._ Nothing moved but his blinking eyes looking at the ground. _Get up and look where you are._ Still nothing. He was completely paralyzed, feeling absolutely nothing below his neck.

A trail of blood crept across the ground just under his snout, from the direction of his unfelt body. In a matter of seconds the trail became a puddle that kept expanding. _Is that from... me?!_

He shifted his eyes towards the horizon. There something massive approached him, like a tractor with a head sprouting four tubes with repetitive bursts of fire coming out the ends. Behind the head looked like a giant cereal bowl attached to a short pole, with a needle-shaped protrusion at the center.

Three guardsmen leapt from nearby trenches, onto the metal beast, banging and prying at separations along the hull. A small hatch opened underneath, with what appeared to be a hand emerging from within, throwing gray soup cans onto the ground below. Yellow smoke burst from the cans, expanding in a dense cloud around the machine. The guardsmen atop coughed and choked, tumbling to the ground in agony as they grasped their throats.

The machine kept coming closer to Blackburn. Closer and closer it rolled, its tracks merely feet away from his face. His fate would be near in seconds. _But... I'm not ready.._.

...

...

...

The Shilka rocked violently, as if driving over dense boulders in the dirt.

"Driver!" Marchetti shouted. "Watch the terrain, man! The radio almost fell on the floor!"

"Sorry," he responded, "I think I just ran over one of those things."

Marchetti sighed and grabbed a roll of duct tape from a cubby next to Virus, ripping long strands away and sloppily securing the radio setup.

"Why don't you just bolt it down?" Virus asked.

Marchetti paused to look at him, unsure of his partner's seriousness towards the painfully obvious. "Does it look like I have the tools? Does it? No, so I'm temporarily slapping this crap on it until we secure this place."

Virus shied away.

The radio crackled on the command line. "Shilka! Do you have any RPGs?" It was Tolwin this time, instead of Jones.

Marchetti hit the transmit button. "Yeah, but no rockets. Why?"

"I'll have John drop some off then. Listen, hold your position."

"Driver! This is good, park it right here."

The driver did as he was ordered and stopped the vehicle.

Tolwin continued. "Problem is, there's snipers in the clocktower just northwest and they're taking out a couple of softskins behind the Metalheads. I'd take care of it myself but we're engaging some hostiles near the town center."

"Why not have the Metalheads take care of it then?"

"Too high. Structure below is too sturdy for a quick demo too."

"Alright, Shilka out."

Knocking was heard on the other side of the turret hatch right above them. Marchetti got out of his seat and opened it to see who it was. "John boy! Wow, that was fast!"

"Got some rockets for you, sir. Plus a bunch of other goodies."

"Sweet! We'll be right out." Marchetti turned to the rest of the Shilka crew. "Alright, I'm staying behind. The rest of you go take care of it."

Virus was first out of his seat, reaching for two RPG-7s secured behind Faust. He handed one to Faust, gesturing for him to follow him out the hatchway. He followed, first taking in his surroundings as his head emerged from within, before taking a step further out of the vehicle. He was surprised to see how far the unit had pushed through the town in such a short time. Many buildings were piles of rubble engulfed in massive flames. Smoke and ash plagued the air he breathed. Not to mention the slight lingering scent of yellow tear gas.

Tolwin's Chinook could be seen in the distance, reducing even more structures to rubble with the assistance of the armored units on the ground.

"Faust!" Virus shouted, returning back to the Shilka with two RPG-7 rockets slung in a munitions pack behind his back. "Come on out, I got the goods!"

Faust inched his way out, jumping onto the ground next to Virus. He followed him to a safe distance away from the vehicle, watching as John emerged from his own vehicle, an FAV built from a buggy chassis, with an old M2 flamethrower setup. With it, he set ablaze the doorway and windows to a nearby house. A terrifying scream of pain erupted from inside, with a four-legged creature emerging from inside, onto the ground in a burning heap.

"Hey Faust, load me up."

Faust grabbed a rocket out of the pack and handed it to him. Virus loaded the rocket into the launcher, then casually aimed it at his target somewhere in the air. Faust looked in the direction and saw the aforementioned clocktower full of equine snipers.

"Anyone behind me?"

Faust looked around. Only John at a safe distance, still setting fire to the houses. "No, you're good."

Virus fired the rocket. The entire top section of the tower broke apart from the shattering impact of the explosion and crumbled to the ground. Virus lowered the smoking weapon and turned to Faust with a shy grin.

"I think I'm getting a little rusty with this thing." He walked back to the Shilka with a chuckle.

Faust managed a plastic grin back, but payed closer attention to the chaos that plowed deep through the town. He slung the RPG to his back and pulled out a blank piece of paper from inside his jacket, and a pen from one of the front pockets. He began writing another letter:

_This is growing out of hand. I'm having second thoughts about this plan. They've destroyed nearly half the town in a matter of minutes. The Royal Guard were merely a speed-bump in their path! I had anticipated a brief firefight between us, but they didn't even have a chance to defend themselves. We are all poorly-armed fools to even think of going up against this menace! Again I stress, I have a bad feeling about this plan. I hope you got my last message, and have your men prepared by time you receive this one. Prepared not for engagement, but to defend yourselves in retrograde. Fall back. You are in far more danger than you think. You must trust me on this. Fall back before it's too late!_

_Signed, Operative 29._


	11. Chapter 11 - The Changelings

"... and then I said 'no, you silly filly, you can't put lima beans on a cupcake!' Lima beans! It turned out okay with the brownies, though." Pinkie Pie had been expressing her excitement throughout the ride back to Ponyville. How she landed on the subject of a wacky backstory to the discovery of one of her new favorite snacks was anyone's guess.

Ray felt sick again. Not because of Pinkie's story, but because of nerves. He was heading into the hornet's nest with a super-weapon that he had never actually seen in action for self-assurance's sake. Yes, they were cute little ponies. But they apparently wielded power beyond imagination.

All of the ponies seemed excited to use the elements again, even the overly-timid Fluttershy, as if they had done it multiple times before with success. _Which, of course, they have._ Twilight, however, held a different expression.

"Something feels so wrong." She finally spoke up.

"What's the matter, sugarcube?" Applejack asked with concern that spoke for the rest of them.

"I've never known the Princess to make such a huge mistake."

"Don't worry about it." said Rainbow Dash. "She's a pony too, remember? Everypony makes mistakes, even great minds like Princess Celestia."

"I know, but this is the kind of mistake that jeporadises a number of lives."

Ray preferred not to interfere in other individuals' affairs, but seeing as the current situation had been called upon by human interference, he felt he should add something reassuring. "It was still an honest and forgivable mistake. The Raiders caught us all by surprise."

"You don't know her like I do, Ray."

"That may be, but it no longer matters anymore, does it? After all, we're just a train-ride to victory." _I hope._

His words seemed to do the trick, though in minor affect, for Twilight managed a slight smile. Satisfied with his small success, he reclined in his seat, turning his head towards the window. The contrast of the interior lighting with the darkness outside made only his reflection visible. His face was a weary mess of dirt and bloodstains on seldom-shaven skin._Good lord, is this how I presented myself to the Princess?_

His thoughts were interrupted by a green glow streaking past the window. "Whoa."

"What?" Twilight asked. None of the ponies seemed to have noticed.

"Something green just shot across the window outside. Like a big tracer."

"What's a tracer?"

"It's a bullet with a colored pyrotechnic charge at the tip that ignites when-..."

A loud thud was heard on the roof above them, followed by what sounded like something running. Something with four legs, no doubt. _Definitely not a tracer!_

"I don't think now's the time for any more Q&As." Applejack said. "I think those buffalo are back, y'all."

"But we're not even near Appleloosa!" shouted Rainbow Dash. "Are we?"

Something shook the passenger car violently, like an explosion somewhere near the frontal quadrant. Then a second one came, but this one was strong enough to force everyone tumbling to the floor. The car began shaking as if it were in the epicenter of an earth-shattering quake. Ray and the ponies hung on to their seats As tight as they could, until the car began tilting to the side, eventually rolling around and around like a turbine. Everyone was thrown around the compartment, gaining injury from frequent impacts with rough surfaces.

The car suddenly stopped at a tilt to the left, with everyone colliding into the windows. The force of Ray's impact with the sturdy composition of his rifle between him and the glass forced him to crash straight through, with many dozens of shards cutting him on the way out.

Ray fell about ten feet, onto a steep slope that caused him to slip and roll an additional hundred-fifty until a level trail stopped him from going further. He was on his stomach, aching all over from the violent impacts, his skin and clothing covered in dirt and bloodstains. He managed to roll onto his back with a groan, trying to find the train. He saw it off to the left just further up the slope, derailed, with the passenger car laying sideways between the tracks and a giant sequoia tree. He rolled back onto his stomach, relieving the additional discomfort of his gun digging into his spine.

He mustered the strength to get on his hands and knees, and finally upright on his feet. It was a miracle none of his bones were broken.

Someone silhouetted in the moonlight was approaching him on the trail, just a few meters away. Humanoid.

Ray unslung his rifle, aiming with his iron sights instead of the scope, since the lenses were caved in. "Stop! Who's that?!"

The person kept walking towards him, no hesitation whatsoever.

"Stop right there!"

He did no such thing, except for raising his palm out as if to identify himself as a friendly individual, and for Ray not to fire on him.

"Who are you?"

The person finally stopped where the moonlight illuminated the area through the branches of the surrounding trees.

Ray lowered his weapon in shock, for the individual before him was a photo-accurate and cleaned-up representation of himself. As Ray stepped closer to ensure his eyes weren't deceiving him, his apparent "copy" did the same, with a duplicate expression of curiosity. _How can this be? What kind of magic is this?!_

"You're... me." Ray said, hoping to invoke a verbal reaction.

Sure enough, it did. The duplicate Ray repeated his words in the exact same tone and voice.

_This is freaky. Wait..._ The memory of his conversation with the princess made his heart sink in realization. "Oh shit..."

The duplicate Ray threw a punch so hard and fast that it knocked him out cold.

...

...

...

Faust stepped over tons of debris left from the destruction of the town hall, scouting around for survivors. There were obviously none at the surface, but he knew there was a secret room where ponies could hide in an emergency. Sort of like a bomb shelter. All spies of his division knew about it.

And sure enough, Faust found himself standing on a large, wooden trap door on the floor. He kicked pieces of debris off and pulled it open, peering through the dim lighting to see inside.

It was just like an old bomb shelter, with beds lined everywhere. And to his surprise, the population in its entirety filled it just over its intended capacity. They all stared silent at him, just waiting for him to do something terrible. He looked around at the surface around him. No one could see him where he was. _I wonder if I should tell them... _

Something nagged at his mind, something he could not explain. No. Not yet. And with that, Faust put a finger over his lips with a "shhh", closing the door and covering it back up with the concealing debris.

"Hey Faust!" Someone called outside.

"Yeah?!"

"Come here, I need your help."

Faust took a pause to look at the door, unsure of his decision. _Forget it. Worry about it later._ "I'm coming."

...

...

...

"A thousand years!" Riggs was reading a book from the shelf of the town's library.

Tolwin's Chinook was sitting just outside of the giant tree structure, in a clearing just wide enough for blade-clearance. Tolwin accompanied Riggs, reading some of the material as well, but Jones stayed in the aircraft in case they were to get a message from Marchetti.

"What?" Tolwin asked curiously.

"It says here this 'Princess Celestia' banned her sister to the moon for a thousand years. Good god, how long have these creatures been here?"

"You don't really believe this crap, do you?"

"Well, wait. When was the apocalypse?"

Tolwin shook his head. "I dunno, about a few hundred years ago, I think. Look, it's just a story book these things wrote for entertainment. From what I see, this collection is filled with nonsense about magic and potions and whatnot. It's all crap."

"Still, it's the only book I can find so far that describes their origin. Though vague, I think I could figure out what's real and what's fiction. You know, like translate."

Tolwin nodded with faux agreement. "Translate fiction to fact, huh?"

Riggs smiled. "Yeah."

Tolwin grabbed the book out of his hands and hit him on the head with it, then threw it on the ground next to him. "Keep looking." He then went back to reading his own book.

Riggs gritted his teeth, turning back to the shelf. _Don't you have a basecamp to set up?_He spotted a book titled "_Supernaturals: Natural Remedies and Cure-Alls that are Simply Super_". Amused at the title, he picked it up and thumbed through. "Hmm."

Tolwin turned around. "What now?"

"It says here that spider webs can be used as an antiseptic for cuts and scars."

"Gossamer. Yeah, you didn't know that?"

"I don't think it's exactly common knowledge, sir."

Tolwin rolled his eyes. "Crack open a survival manual once in a while."

Riggs flipped through more pages, unable to hide his amusement for what passed his eyes. "Poison joke?!" He let out a laugh that echoed through the entire library. "Sir, look. It has a cure for 'poison joke', a plant that causes ponies to temporarily loose their 'special talents'. That's not all, look. 'It is like poison oak and ivy, but its results are like a joke'. Oh my god, can I keep this? Please?"

Tolwin sighed. "Sure. Consider this the basecamp's complimentary souvenir shop."

"Man, this'll kill in the mess."

Marchetti entered through the open door, announcing his presence by clearing his throat.

"Marchetti," Tolwin said in the lightest tone possible, still facing the book in his hands. "why aren't you manning the radio in the Shilka?"

"Me and Virus found something you might want to see." He stepped aside to let Virus in. He carried a large, old-fashioned two-reel movie projector and a rolled-up projection screen, setting it in the middle of the room. Faust followed behind him, holding a box full of film reels. He set it on a nearby desk, moving his hands away to reveal lettering on the cardboard reading "Archives: set three of nine."

Riggs was dumbfounded. "Wow."

"I know, right?" said Virus. "This thing's got to be a million years old."

"Yeah, but the films look brand new." Faust interjected.

"Hey," Riggs said, stepping closer to the items presented to them, "let's watch one. The box says 'archives', so maybe we'll find something on there."

Tolwin thought for a moment, then closed his book and tossed it on the desk with the box of film reels. "Alright. Set it up."

...

...

...

The familiar vacuum of nothing. The familiar bleeding of transitioning color pictures. The familiar dream. Then, awareness.

Ray awoke from what felt like the most restless sleep he had ever gotten. His entire body ached as it lay sprawled on the... ground? _Where am I?_

He opened his eyes and sat up to see his surroundings. It was dark, but faint features on the supposed "walls" could be seen by glowing orbs of green material wrapped in the most bizarre mixture of what appeared to be bone and smooth but rotting flesh. But it did not smell like decay at all. In fact, he could not smell anything at the moment.

It was like a cave with no way out. A cave made from the inside of some giant creature's ribcage.

He could hear sounds around him, like the slither of something slimy. He bolted to his feet, reaching behind him for the muzzle of his WA-2000. To his surprise, it was not there. Even his 1911 was gone. All of his weapons. Eventually, the slithering stopped, replaced by the familiar footsteps of four-legged animals.

He turned to see a pair of bright, blue eyes squinting at him. They seemed to lack pupils of any sort. Before long, he found himself surrounded by even more of these eyes.

"You have no way out, human." One shadowy figure spoke up. "You're trapped. Don't even bother looking for an escape. The hive will stop you."

... _Hive?_ "Alright... what if I ask nicely?"

A heavy laugh echoed from outside, followed by the slithering sound again. To Ray's realization, the sound came from an opening doorway to the room. A doorway that resembled a biological orifice of some kind.

A much taller figure entered, with a green glow emitting from a jagged unicorn-type horn, illuminating the room far more than the surrounding orbs in the walls did. It had the familiar big and expressive eyes like the ponies he had previously met, but the rest of it was truly bizarre. Not only did its elongated pupils resemble that of a cat or snake, but it also had wings like a cicada, bright-green wing covers like a jewel beetle, a teal abdomen like a bluebottle fly, and a mane and tail made up of what appeared to be thick, blue gossamer. Its fur coat looked more like an exoskeleton as it reflected light, except along the leg regions. The hooves appeared to be riddled with holes, like ashen Swiss cheese.

Now that there was more light in the room, Ray could make out the other figures. The usual pony size, bearing similar features as this larger one. They seemed like hybrids of ponies and insects. _Insectoid equine. Or equanoid insects?_

"I often forget how amusing you humans can be." The tall female cerapter spoke in an accent that stressed every word that rolled off her tongue, with a voice that carried dual-frequency.

"Who are you?" Ray asked flatly. "What do you want from me?"

She did not answer. Instead she levitated his WA-2000 in front of him, well out of arms' reach.

Ray lunged for it, but she quickly levitated it away, causing him to crash to the vainy floor again.

She giggled. "I knew there was a good reason for keeping you alive. You'll be quite fun to play with."

Ray rolled into a sitting position, a vengeful scowl on his face.

"I am Chrysalis, dear human. Queen of the Changelings!" She stepped closer to Ray, lowering her head to him with a devilish grin. "Welcome to my hive."

_Ah, so these are the dreaded changelings!_ "You're a lot uglier than I imagined."

The grin faded into a scowl that met his. Ray expected a form of physical punishment for his words, but instead she backed away and levitated the weapon in front of him again.

"This is a strange weapon, human. But very fascinating nonetheless. How does it work I wonder?"

"Keep wondering. I'm not telling you anything."

The grin was back. "Oh, you're going to talk, my friend. Oh boy, are you going to talk if it takes me twisting every one of your limbs with my bare hooves until they snap!"

_Is she serious?_ Ray could not help but laugh at her threat.

The grin left once again, replaced by a snarl. "What is so funny?!"

"Why me? Of all humans that have recently infiltrated Equestria. Honestly, miss Chrysalis, you amuse me."

"Oh please, we both know you were closest to my territory on the way back to Ponyville. And you shall address me as 'My Queen', dear human!"

"My name is Ray... my queen." Yet another miracle liberated Ray. The fact that this changeling queen had a high tolerance for his bold sarcasm.

"However, more specifically, I needed to do something about you and your new friends so you wouldn't spoil my plans."

"What plans?"

"My invasion of Canterlot, of course! While the Phantom Raiders weaken the defences of the Royal Guard in Ponyville, my battle-ready army will infiltrate the palace and strike the heart of Equestria. And with the two princesses out of the way, we'll be able to combine our forces and finish off the remaining Guard. Equestria will be ours!"

"So it appears you've gotten to know the faction. Or have you always been in cooperation?"

"Pft! They are merely pawns in this operation, and they don't even know it! And to ensure everything follows as planned, I've taken the liberty of placing one of my best agents under cover in their organization."

"So, how did you know they would be coming here, into Equestria of all places? Did you lure or drive them here somehow?"

"Mmh, no, you were a good enough lure, much to my own surprise, though I haden't really factored you into the plan. In fact, that's when I came to realize you would be a problem... as soon as I heard about you from one of the Raiders themselves. Anyway, we hadn't known exactly when and how a human force in power were to invade. It was a long and agonizing wait, especially given that previous 'visitors' had suffered such quick fates. You are a very violent species, Ray."

A long and uncomfortable pause washed over the room, until Ray decided to speak up again. "What a wonderfully delusional plan... my queen."

Chrysalis slipped a tongue over her snake-like fangs, then turned to face her minions. "Did you hear that, Cattani? Your plan is wonderfully delusional."

One of the drones snorted in response.

Ray tilted his head in confusion. "I thought it was 'your' plan."

She turned back to him. "Not in its entirety. I came up with the base plan, and my 'primary operations advisor' here polished the rough exterior. He's quite brilliant, if you ask me."

"So what do you plan on doing with the Raiders once Equestria finally lands in your hooves?"

"I believe Cattani calls it a 'mop-up operation'. Basically, when we combine our forces at the heart of Canterlot, we can properly defend our new land against the invading humans. Us changelings vastly outnumber them thousands to pathetic hundreds! Not even hundreds, if my calculations are correct. I forgot about their losses on the way here... back in the desert. Thanks for your assistance on that matter, by the way."

Ray shook his head in disbelief. "Do you even know what you're dealing with?"

"Hmm, yes, I have a very good idea. But please, tell me your point of view. You're the one who is supposed to be talking anyway. This was, after all, an interrogation!"

Ray pointed at his weapon still floating in the air. "See that gun?"

"Ah, yes. I believe I asked you how it worked."

"Well, it shoots bullets... or small metallic projectiles, at a fully-automatic rate, at an extremely high speed. Nothing can avoid it."

She inspected the weapon with great enthusiasm. "Interesting."

"But there are much larger ones that fire even higher calibers than this one. Some strong enough to punch through feet, not inches, of thick steel armor. They have power to decapitate, even explode depending on the bullet design."

Chrysalis' jaw was obviously dropping slightly at what she was hearing, but she retained her stern expression.

"The Raiders are equipped neck-deep in this kind of firepower. But that's not all, my queen. I believe I mentioned explosives? Yes, they have plenty of that, in the form of hand-thrown or muzzle-launched bombs called grenades, and projectiles like rockets and computer-guided missiles. Keep in mind these have power to level things like a small hut, to an immense superstructure.

And chemical weapons! Poison gasses. Terrible and painful way to die.

Lastly, vehicles. The Raiders have vehicles that climb literally any terrain without much hesitation. Land and air. They have a gunship. A flying machine with a combination of all of the weapons I've told you about. It alone has the power to destroy more than half of its own faction. It's a damn miracle my own vehicle was agile enough to escape it back in the desert."

"And what is this all supposed to mean to me?" Her eyes showed contradiction to her question of relevance. She understood perfectly.

"It's very obvious, my queen. You are nothing but gnats in a garbage can. They'll plow through you and your forces like a T-90 through a wooden wall! A nuisance. A mere nuisance. Not even close to a serious threat by comparison. I'm not even sure the famous elements are powerful enough to stop them."

Chrysalis paused for a moment. "Hmm. It seems I've been neglected certain intelligence. What say you about these latest details, Cattani?"

Cattani cleared his throat nervously to speak. "It's the first I'm hearing of it, my queen."

"I'll bet. And what of our diligent 'Operative Twenty-Nine'? Have we heard anything new from him yet?"

"Yes, my queen. Just a moment ago."

She sharply turned around to face Cattani, magically throwing Ray's rifle to another drone. "What?! Why didn't you inform me?!"

"You were busy speaking with the prisoner, my queen. I didn't want to interrupt you."

"Interrupt! By all means, if its operation-related interrupt to your heart's content! Understand, Cattani?"

He bowed his head "Yes, my queen."

"Fine then, what did dear Operative Twenty-Nine have to say?"

"I have the letter right here." He picked up a roll of paper from the ground with his horn, levitating it to her.

"Ah, wonderful!" She began reading it, then stopped to look at Ray. "You know, Ray, your species' writing skill is very poor compared to that of unicorns and cerapters. How unfortunate poor Operative Twenty-Nine has to carry the burden of taking human form until the next step in the operation." She went back to reading the letter. Awkward silence again, as she took her time with every word. She wore no major expression to note, but something was definitely wrong, as she appeared to be reading the letter over again, about a second time, then a third time. She finally stopped and rolled the letter up, giving it back to Cattani.

"Okay..." Ray muttered impatiently.

"Well, Ray, you have given us much to think about. You may now join the rest of the prisoners." She raised a hoof to someone behind him.

Before he had time to react, the ground gave away, forcing Ray to tumble through a jungle of slimy root-like protrusions, until he hit the ground of another similar room. But this one was slightly different. It was lit somewhat brighter, with glowing blue orbs on the walls instead of green.

"Ray!" A familiar voice shouted, followed by a barrage of hooves wrapping around him.

"Yeah, it's me." Ray said hoarsly.

His senses did not deceive him. Before him were his pony friends, excited to see him again. They all bore minor injuries inflicted from the train wreck, but they didn't seem to phase them at this particular moment. They eventually let go of him.

"We were so worried!" Fluttershy said. "We thought the changelings might've done something terrible to you."

"Yeah," agreed Rainbow Dash, "especially since they dragged you off to a different cell than us."

Ray looked closer at his friends. Some important details were missing. "What happened to the elements?"

"We don't know." Twilight said. "We were looking for them after you went missing. The changelings captured us before we could finish searching."

_Damn._

Ray looked around at the surrounding faces. Three of them, however, were out of place in addition. Human faces. _The Raiders..._ They sat upright against the nearby wall.

One of the men met his gaze and spoke up with a friendly smile. "Hi there. I'm Faust. I believe you're our enemy."

_Well, this is going to be interesting. I have quite a lot to say to these imbeciles._


	12. Chapter 12 - The Plan

_This was wrong. I'm a fool to believe Cattani a second time around! Using such an unpredictable species as humans..._ Queen Chrysalis paced around her throne overlooking the immense hive constructed within a natural subterranean cavern. Many drones were asleep in their honeycomb quarters along the walls, but others were still hard at work building more of the evergrowing hive.

"We should progress with the original plan." said Cattani as he approached the queen. He was accompanied by six other high-ranking changelings: Tempest, the chief director of strategic operations; Gripen, commander of assault forces; Gloster Grebe, second-in-command of assault forces; Lancer, primary squad-leader of assault forces; Albatros, assistant operations advisor; and finally, Breda, the chief armorer and combat specialist.

"And completely dismiss Twenty-Nine's warning?" Tempest barked. "Cattani, this time you've really gotten us into a big one!"

One major simplicity of Changeling recognition was the most recent method of using numbered designations for drones and soldiers as nomenclature, instead of their actual names. Not only did it make operations easier, but also served as a perfect cover callsign should anyone intercept any form of their communication with the hive. An operative's cover would be compromised, but the secrecy between individuals of the hive itself would remain.

"How was I to know? Of the documentation Operative Sixty-Eight managed to smuggle out of the Star Swirl the Bearded wing of the palace, 'Observer's Report Number Five' on humans was the most accurate report of all. It mentioned absolutely nothing about weapons, but it did describe their psyche. Clever and advanced, but vague as to exactly how advanced."

"Sixty-Eight fowled up." Tempest informed with a sigh. "Operative Thirteen already infiltrated the wing prior to Sixty-Eight, reporting a number of more recent observer's reports written by someone else. Someone must've been stashing them there for safekeeping until they were relocated to an appropriate secure location. The featherbrain Sixty-Eight missed all of them and went down the wrong section."

Albatross thought for a moment. "Alright, who do we have inside the palace right now?"

"No one." said Cattani. "I mean, we have Operatives Seven, Fifty-Nine, Forty-One, and Forty-Three down in Canterlot, but I can't pull them from their locations.

Albatross grumbled. "Okay, any other agents local to the Canterlot area?"

"Just Seventy-Six, but I can't pull him out either. He's in deep cover as a gate guardsman."

Tempest made a rude noise and chimed in. "Cattani, what happened to those agents you sent on patrol on the Everfree outskirts? How deep under cover are they in right now?"

"Seven and Fifty-Two? We haven't heard from them at all in the past forty-eight hours. I think they've been compromised."

"Anyway," Albatross stepped in. "I think we should get someone back inside and retrieve the correct documentation. I suggest Sixty-Eight again. What resources do we have for another infiltration?"

Tempest was already shaking his head in disagreement. "No, we don't have time. Nor do we have the resources for another infiltration."

"Then what do you suggest we do?"

"We do as Twenty-Nine suggested. Evacuate the hive and fall back before contact with the invaders."

Chrysalis stomped a hoof on the ground "Run away, yes?! With our tails between our legs?!"

"My queen, we're in way over our heads this time. We can't possibly-..."

"Us Changelings have never run away from a fight. We will not run away from this one!"

"The circumstances have changed! We are simply not ready for this kind of opposition."

Chrysalis took a breath to speak, but nothing logical would come forth. Instead she immersed herself within her thoughts again, allowing the others to converse on their own._We've been defeated once, but not exterminated. Now there is a lingering possibility we will succumb to both. What is a vast army of Changelings to do?_ Then it finally hit her. _To hunt a dragon, become one!_ "We use the human."

The voices in the room stopped dead silent, all eyes now on the queen.

"We assign him as an operational advisor. We follow his species' tactics to fight them off."

Cattani snorted. "He would never accept such an offer."

"It's not an offer, Cattani. We're going to use him, regardless of his opinion."

"My queen-..."

"Enough! That is my final decision on the matter. Bring him to me immediately."

...

...

...

Correction, _this_ was the closest Ray had ever been to a rogue faction. There his enemy was, sitting right across the room from him, conscious of each others' presence, and in crisp communication. And he was still living and breathing to experience it.

Faust leaned forward to speak. "You see, Ray, the faction was quite different when Tolwin's father was in charge. I knew him well. He was a very respectable man." Faust took a cigarrette out of his front pocket and put it between his lips. He then reached into another pocket and pulled out a lighter, lighting it up. "He took no shit from no one that apposed what he believed in, but he wasn't a savage man." He closed the lighter and put it back in his pocket.

Faust paused for a moment, then yanked the pack of cigarettes out of his pocket and offered one to Ray. He declined with the shake of his head. Faust put the pack back in his pocket and continued. "Oh, savage he definitely was not. He had a kind heart, but he knew who his enemy was. And who his friends were. His cause was liberation, never extermination. His son, unfortunately, didn't understand. He only saw the enemy as the villain of a great fantasy story, and the faction as the hero army. The enemy, through his eyes as time went by, was the world itself. The world that resided outside the faction. They showed hostility... they were opposition.

"His father was a terrible loss among the 'family.' But by then Taggard had been of the appropriate age to take command. He was a bright young man, but I knew he didn't understand the foundation his father was trying to lay with the faction before him. Before we knew it, we were raiding communities for weapons and equipment. Forcefully recruiting or executing oppositions. The more we conquered, the stronger we became as a force in power." Faust took a pause then let out a deep exhale of smoke. "This wasn't at all what his father wanted. But no one had the heart to tell him. Me and a few others are all that's left of the older generation. We're surrounded by young recruits that only know of Taggard's twisted ways."

Ray swallowed hard. His intentions completely dissipated now that he had another perspective to listen to.

Faust grinned slightly. "We were the saviors of a word trapped in despair. Now we've become the very enemy we've been fighting for so many years."

Ray took a breath to speak, but nothing would come out. He was speechless.

Faust looked down at the ground. "And I let myself become a part of it."

Junkers and Agusta also looked at the ground, with almost shameful expressions.

Faust looked back up at Ray with a smile again. "I'm sorry, where's my manners? I don't believe I know your name."

"Ray"

"Ah. You know, you've become a legend within the faction since your daring escape back in the desert. 'The Driver' they call you. The only man alive who has ever escaped the devastating firepower of Tolwin's aircraft."

"Then what got me in the ravine?"

"A 'Snooty gun.' It's what we call some of our mobile artillery. Damn lucky shot too." Faust snickered.

Ray coughed up dust as he tried to laugh along.

"Sort of anyway."

"What kind of car were you driving?" Junkers asked.

"A 1970 Chevrolet El Camino with custom desert mods. When I bartered for it it had mounts for high-cal. weapons on the hood, but I removed them since I couldn't find any."

"Couldn't find any?" Agusta snickered. "Kind of hard to believe, my friend."

"In the desert I taught myself to run from engagements. Any force in power that outnumbered myself. So, I never took anything from anyone. Except... for things I find abandoned along the road. And should I meet any drifters, I suppose that's a good source for things, though it requires a trade. And it's a risk I don't like taking, unless it's vital for my survival. Water and food, mostly."

Faust let out another deep and smoky exhale. "Well, my friend, I respect your convictions, but it's kind of sad in my opinion. On the road of war you need a friend. Maybe then you'll find your street of dreams"

"Yes, but trust is a hard thing to come by on the road of war. Don't you think?"

Faust thought for a moment, then looked at the ground with a shrug.

"How did you get caught?"

"Well, we were a small patrol squad in charge of setting up a transponder, a kind of triangulator device for our GPS."

"That thing in the woods..."

"Yeah. That thing in the woods that Junk trashed with the M202."

Junkers rolled his eyes. "Please stop bringing that up."

"Anyway, I went out into the forest, alone, so I could put out a fire Junk started. Then these Changeling things came out of nowhere, capturing me and dragging me off to the hive. Like demons of your darkest nightmares, I swear. According to Agusta and Junkers, all kinds of hell broke loose after that. Huge waves of them from all directions. Eventually we were the only survivors that saw imprisonment. We were interrogated for information, then thrown in here.

Did the queen happen to tell you what she plans to do?"

"Yeah. Did she tell you?"

"Yep. The whole plan. Crazy, isn't it?"

Ray nodded. "Indeed."

A nearby doorway opened up, making way for two Changeling drones. Everyone climbed onto their feet and hooves in response.

"Ray!" one of the drones shouted. "Come. The queen wishes to see you."

_ Might as well comply._ Ray followed the drones out of the cell, looking back at his friends as the door began closing behind him. He proceeded.

The two drones lead him through a dense network of tunnelways through the hive, dimly-lit and glistening with slimy material. Softer sections of the walls seemed to move, as if they were alive. It was like walking through a biomechanical being. A giant machine with living parts.

His sense of smell was back. To his surprise, it didn't stink in any way he'd expect such a place to. In fact, it smelled sweet like honey. Like being in the honeycomb within a bee's nest.

Ray finally arrived in the cavernous room overlooked by Queen Chrysalis in what appeared to be her throne. He stopped with a glare aimed towards her direction.

"Ray," she said, "just the human I wanted to see."

"What do you want, Chrysalis?"

"I need your help."

"With what."

She removed herself from her seat and approached him. "You say despite my grand army outnumbering the Raiders they are a mere 'nuisance' in contrast to their power. And not even our own magic would be enough to repel them?"

"I seriously doubt it."

"Hmm. Well, what if we were to say... update them? To transform my army into a few thousand strong in a reasonable technological match to the Raiders?"

_No... I know what she wants. And she wants 'me' to do it!_ Ray smiled.

"What's so amusing?"

"You want me to help train your army and equip them for battle against the Raiders?"

Chrysalis shifted her eyes. "Yes, exactly. Can it be done?"

Ray snickered, fighting the urge to laugh even harder. "You're a lot crazier than I thought."

"Silence! I did not bring you here for your sarcastic tongue! I asked you a very simple question. Can it be done, dear Ray?"

He straightened up. "Overnight? Of course not. No army in the world can be trained overnight with these kind of tactics. To supply them with such an arsenal is an even bigger problem... where would you find the weapons? You see, these things take months to years to achieve."

"My army is much more disciplined than you think. What you teach us can be learnt as quickly as instructed. I can demonstrate, if necessary."

"Fine. I'm sure they are a respectable fighting force. Now, what about weapons? Again I ask, where will you get them?"

She shrugged. "Improvise."

Ray took an argumentive breath, then paused for a moment. _Wait, she might be on to something. What if... yes, yes! Oh, but my manuals were in my car. Dammitt... Well, maybe she knows what happened to it. If we could improvise something from those manuals, we might just have a fighting chance against the Raiders. Magic and technology combined, at an almost equal force in power. Might as well try it, seeing as it may be my only way out of imprisonment with these things..._

Chrysalis tilted her head at Ray. "What are you thinking about so hard?"

"Do you happen to know the whereabouts of my car?"

"Your 'car'... you mean, that broken machine in the woods?"

_ She knows!_ "Yes, you know of it?"

She grinned and gestured to her left.

Ray looked that direction and saw the pile of wreckage that was his El Camino, resting in a far corner of the room. _So they were the ones that took it! Now everything is falling into place._ Now was the time to also prove a developing theory. Ray turned back to the queen. "Do you have a crowbar?"

She furrowed her brow in confusion. "A what?"

"Nevermind, I think I have one in the back." Ray walked towards his car.

The two drones followed him to observe his actions.

_Yes! Found it._ Ray reached into the back of his car, emerging with a very large crowbar. He then lept into the rear bed area and began prying open a locked toolbox. Chrysalis and the drones stepped closer with curiosity.

He pried and pried until the lit popped open with a metallic "clang!" that echoed through the entire hive, waking up a good amount of drones from their sleep. He then threw the crowbar on the ground and held the box open, revealing its contents. _There they are. This might just work after all!_

"What are those?" asked Chrysalis.

"These, my queen, are old army field manuals."

"So we have documented tactics to learn from. Now, how does this solve our secondary concern you so stressed earlier?"

Ray turned to her with a sly grin. "You'll see."


	13. Chapter 13 - The Leader

Orbs on the biomechanical walls flickered to life, illuminating the large and cavernous room. It was a storage bunker, filled with all kinds of human artifacts. Vehicles, equipment, clothing, etc. _A secret cache_. The state of the artifacts, however, were troubling.

Cars and trucks lay shredded with their mechanical guts in piles, weapons bent and charred, and other miscellaneous things damaged beyond repair. Battle damaged, possibly.

"As I may have said before," Chrysalis started, "you were certainly not the first human visitor to Equestria. Before you is a collection of various human artifacts we've gathered from the previous ones."

Ray turned to the queen with the crossing of his arms. "And what of the previous 'visitors'?"

"They fought for their lives." She turned to Ray with a faux expression of reassurance. "Despite a rather generous peace offering. We were left with only the choice of defending ourselves.

I would have given them the same opportunity you have now, but it was Cattani who felt the next ones should be left oblivious to not only our plan, but to our very existence. Until the very end."

Ray turned his back to the queen and approached the items in the room. He cautiously inspected everything._ I wonder if she understands the state of everything? What did she mean by her statement earlier?_ "When you said 'improvise' I had thought you meant something that could be conjured up from the field manuals."

"Of course. Are you questioning my intelligence, dear Ray?"

Ray turned to her. "What makes you ask that?"

"I see it in your eyes, small as they may be. Windows nonetheless, are they not?"

"I'm still very confused by your statement. You said 'improvise', yet you have an assortment of weapons and equipment at your disposal."

"Again with the questioning of my intelligence?"

Ray smiled. "Forgive me."

She met his in response. "You may find that not everything in this collection is in the dreadful condition you see before you. On the far right is the latest addition to the overall cache. Things we have collected from the attack on the small group in the Everfree Forest."

Yes, Ray saw them. A small pile of assault rifles next to a wooden box containing an M202 FLASH launcher with four rockets, an M67 recoilless rifle with a metal box of 90mm shells, and an Otokar Akrep light recon vehicle. Yet a familiar item also caught his eye. There was his WA-2000 resting at the top of the pile of assault rifles.

"Even I understand this isn't nearly enough for my army entirely. But I do believe it will give us an additional step towards our goal. Don't you agree?"

Ray took a deep breath. _Look at where she brought me. Her drones are outside of this room. We are alone in a room full of potential weapons. Does she not realise I could kill her in an instant?_ He stared at his rifle in the pile until it felt as if his pupils were burning holes through it. _I could do it. I could kill her and make my escape._

"Hmm? I said, don't you agree?"

"Yes, my queen." _No. It's not right. This is what I was brought here to do. Something feels so different. 'I' feel different._ There was yet another restraint. _Magic. I would not be quick enough, and I would also be outnumbered. But... why take the chance as you have, Chrysalis? Have you made yet another reckless mistake, or is this something deeper I'm not seeing?_

"Ray, it seems you're lost in your thoughts again. Would you care to come back to Equestria and help us with the problem at hand, please?"

Ray looked into Chrysalis' eyes. Those big, eerie yet soultry eyes. _You understand everything, don't you? You know I won't pick up that gun and threaten your life, because the net result would be my death. You're aware of my understanding. I will be no good to you dead. You need me. You all need me._ "Of course. Time is short, and so lets get on with it."

"Come with me first." She led him out of the room.

_And I need you._

_..._

_..._

_..._

The air was cool, the smell of fresh air mixed with the unusual scent of honey from the hive, swirling amongst everyone as if the sweet breath of the planet itself. The space above was not of a cave, but it was surely dark enough. No, it was the night sky, yet not a star could be seen. _Possibly smoke or some other such obstruction?_ But the open sky was there regardless.

Below was an immense depression in the earth illuminated by green and blue orbs. It was filled with literally thousands of Changeling drones, awaiting something.

Ray's heart sank. It was truly an impressive sight!

"Hear me, my army of the Changeling clan!" Queen Chrysalis shouted to her troops. "Who is our sworn enemy amongst these lands?"

"Equestrians!" they shouted.

"Well, my minions, we have yet another rival. The humans!"

Mumblings throughout the entirety of her subjects.

"You know of the humans. You know of my plan for them. However, we have a new human force in power that has threatened our very existence. Worse, they threaten both of us Changelings and the Equestrians combined!"

First mumblings, now a gasp to silence them all.

"We alone cannot stop them. However, tonight I introduce a new plan that may just liberate us after all! We have at least one human prisoner who is willing to teach us his species' ways of fighting, so that we will be victorious against the Phantom Raiders! His name is Ray. Listen to what he has to say. It may save your life." She paused. Not a voice among the gathering. No sign of objection. They were for it, if it meant the survival of their species. She continued. "Magic and technology combined! We will be far more powerful than ever before!"

_What of their hunger for love? Is this no longer their power source? Perhaps their plan to feed rests on their victory._

Chrysalis turned to Ray, a twinkle in her eyes. She then turned back to her subjects. "But another factor lies in our efforts. We must work together with the Equestrians to fend away this menace! Do you understand, my faithful subjects?"

"What happens if we are victorious, my queen?" a drone asked among the gathering. "Then will we have a chance to overthrow the Equestrians as previously planned?"

She paused for a moment, shifting her jaw. _Come on, Chrysalis. Make the right choice. I know an intelligent cerapter like you will understand what you must do. Search your heart... if you have one._

"No." she finally said._ Well done. I may have some respect for you yet._ "We will follow the gentlemens' code of warfare. We will give the Equestrians a head start in the end. After all, it is what a human would do when fighting another human."

_I've never heard of such a "code," but I am familiar with the act itself. After all, it is only fair a swordsman's enemy have a sword as well, or it would not be a fair match. A philosophy she must've figured out from our own goal... I must applaud you, Chrysalis. You are no longer the maniacal dictator I first met._

"Ray, do you have anything you wish to add before we get started?"

He nodded. She stepped aside to make way for him as he cleared his throat to speak. "I am Ray. Skyray. I am a warrior of the great desert. Your queen has asked me to train you in the way of human combat. I have agreed to do more than just that. I will teach you how to improvise weapons that are a technological match for the Raiders' firepower. And I will help lead you all to victory. But in order for this to happen you must do me the favor of setting aside your petty differences with the Equestrians. Because as of now, they are our allies!

I will teach one-hundred of your finest soldiers. Those soldiers will teach the next thousand, and those will teach the next! Tonight, you will become more than an army. You will become warriors!"

"Hurrah!" erupted the gathering of drones. "Hail Ray!"

It felt amazing to Ray. For the first time he had an army behind him. _There is nowhere else to run. There is no need to run. Now is the time to fight back. No more running and hiding. The runner has become a soldier. The soldier is now a leader._

_..._

_..._

_..._

Cattani gathered among the other high-ranking Changelings just adjacent to the primary gathering at the main entrance to the hive.

"For the first time," Tempest spoke up, "I question the sanity of our queen at the hight of conflict."

"You wouldn't be the first." Cattani grumbled. "If any plan is a flawed plan, it's this one. No human can be deemed trustworthy."

"I have faith in him." Gloster Grebe stepped in.

"You forget current events, Gloster."

"Don't ever say that to me again. Cattani, here we have the chance to learn a way of combat that might be in our favor. According to your studies of the smuggled documentation, they are a clever species. Yes? Are you not the one who said just that?"

"Yes..."

"Yes? Well, my friend, there it is. Now we will have the upper hand. We will be as clever as a human, not to mention just as advanced."

Albatross shook his head in disagreement. "Moderate match. I doubt we will receive computer-enhanced weaponry. Aside from that, I sense something behind the queen's plan. There is much more to the picture we're not seeing."

"Of the queen or Ray?" asked Cattani.

Albatross shrugged. "Both, perhaps."

An uncomfortable pause among the group.

"Best keep a lookout for anything suspicious. From both parties."


	14. Chapter 14 - Sharpening the Blade

The moon casted a brilliant beam of blue over the palace grounds. It was a beautiful night, cloudless, with every star in the sky complimenting the moon's radiance. Luna had really outdone herself.

Princess Celestia, however, payed no attention as she paced through the great hall, immersed in her thoughts.

The nearby door opened with an outline of a dark-blue magic aura, making way for Princess Luna. "Big sister?" she called with a whisper as she proceeded. "What art thou-... I mean, what are you doing here?"

Celestia turned to her sister with a worryful expression. "I fear something terrible must have happened to Twilight Sparkle and Ray, and everypony else. I have received no report from anypony in over two hours. Not even of my guardsmen."

Luna attempted a reassuring smile. "Fear not, my sister. The elements have never failed to defeat our most powerful enemies. Because the wielders of their power are very strong, and live by their meaning with iron determination."

Celestia nodded with a sigh, gradually making her way towards the door. "Yes, you're right. I should never doubt the capabilities of my faithful student and her beloved friends. I suppose even the outlander Ray would prove to be a valuable asset." She halted just as she reached the archway. "But I will never forgive myself for such a foolish mistake."

"You must not dwell on that. Besides, look at me. Do you recall my mistake? My so foolish mistake?"

Celestia looked her younger sister in the eyes with perfect understanding as she recalled the events of their lives. "I suppose it is a miracle that immortal souls as ourselves have made so few mistakes in our immense lifespan, despite the severity of those we have."

Luna smiled, holding back the involuntary urge to snicker at the irony of her sister's logic.

Celesta managed a grin to meet hers. "Where is Spike, by the way?"

"I let him rest in my chambers while I guard the night. Speaking of which-..."

"Yes, of course." Celestia interrupted, continuing out the door. "Good night."

"Good night." Luna replied. _And sweet dreams. The morning, I trust, will bring about a wonderful surprise._

_..._

_..._

_..._

The Changeling drones gathered all of the requested supplies from the cache and brought them before Ray. Most notable were eleven glass bottles half-full of gasoline taken from the Otokar Akrep and Ray's wrecked El Camino, a bowl of salt, rags torn from shredded clothing, a twig, and the army field manuals, all on top of a table erected from an upturned back-seat of a car, supported by large rocks.

Beside the table was a pile of the weapons and miscellaneous junk taken from the cache. The wrecked vehicles were stripped of usable materials, including thick metal pipes cut from their framework.

The Changelings themselves, including their queen, stood patiently around Ray like an audience, ready to learn what he had to teach them. _Let's get on with it then._

Ray picked up one of the bottles and held it out. "I need the other half of this bottle full of blood. Anyone care to help me out?"

The drones looked around at each other. Ray had obviously not gained their trust yet.

"Look, if you want me to teach you what I know, you're going to have to help me in the process. Now please, contribute."

Suddenly, a glow emitted from a nearby drone, forcing the bottle out of Ray's hand and into the drone's presence, disappearing into the crowd. Within a mere few seconds it was back in his hand, full of a mixture of gasoline and, surprisingly, red blood. _That's more like it._

"Thanks." Ray put it down and grabbed a handful of salt from the bowl, sloppily pouring it into the bottle. Next he stirred the mixture with the twig, for a timespan of about a minute. The mixture began forming a gel, eventually becoming so thick that it chunked when he moved the stick inside it. He stopped stirring and grabbed a nearby rag, jamming it half-way through the top of the bottle. It had quickly become a Molotov cocktail.

He then stepped away from the table, holding the rag end of the bottle over a nearby torch, setting it on fire. "Now, if you on the left there would kindly form a gap about ten meters..."

The drones did just that, backing away to form a wide opening that exposed the rocky earth beneath their hooves.

With a swift motion, Ray threw the flaming cocktail to the distant ground. It exploded into a startling fireball, with flames that refused to die down. Gasps and mumbles came from the crowd as they stared mesmerized.

"Gasoline mixed with blood and salt forms a flame fuel that adheres to target surfaces, like a poor man's napalm. Of course, you can also use sugar instead of salt." As Ray walked back to the table, the drones began stomping their hooves on the ground. Confused, he turned to the queen.

"They're applauding you, Ray." She said, smiling.

"Oh." He turned back to the crowd. "Well, there's much, much more where that came from. I would like about ten of you to perform the same procedure I just showed you, with these remaining ten bottles respectively. Come and grab your supplies."

Exactly ten of them levitated the materials towards them as they disappeared into the hive.

"Now, I hear you have weapons newly acquired for your previously planned offensive that are about a technological match against the Royal Guard. Well, time to modify one specific kind for our new offensive. I want one of you to give me a bow and arrow."

One drone emerged from the crowd, levitating the two items onto the table.

"Beauty. Now I need a few more things from the cache. I need a bag of chemical fertilizer, something made of aluminum, a tube of any material that's about five inches long and one inch wide, an abrasive object like a metal file for grinding, and some tape."

Two drones separated from the crowd, searching the pile of junk, eventually finding the materials and levitating them to Ray. The aluminum items were empty drink cans, the tube was a thin metal pipe, about six inches long instead of five, and the abrasive object was a blade to an electric metal-grinder. _I suppose this will do._

"Thanks." Ray took one of the rags and stuffed it into one end of the metal tube, then rested the tube against a rail support of the upturned seat with the rag end facing downward. He then got to work grinding the surface of the can over the tube's top opening, hoping to catch as much of the filings as he could.

...

...

...

Queen Chrysalis looked on at Ray with admiration of his skill in this field. Indeed he would prove to be a very valuable asset in the Changelings' mission to repel the invaders. It was a very exciting time for everyone.

She felt a nudge on her left front hoof and turned to its source.

"I need to talk to you, my queen." whispered Cattani. "In private, please."

She followed Cattani through the crowd behind Ray, disappearing from his presence undetected. They found themselves within the hive entrance, accompanied by the other high-ranking Changelings.

"So what's going on here, my subjects?" asked Chrysalis.

Tempest stepped forward. "Well, I would like to know more about this plan of yours. I think it would be in the hive's best interest if you'd enlighten us all."

"Excuse me?"

"Alright then, let me guess. Once you've acquired your information on the outlander's improvised weaponry, you plan on betraying him in the battlefield. To fight not only the humans, but to also weaken the guard and their defences so that you'll have a window to infiltrate the palace. Am I close? If so, please note that I don't protest it, but I find it rather wreckless, if I may be so bold in saying so."

"I don't like your tone very much, Tempest. And rest assured, I stand by what I said."

"So you do plan on actually giving our sworn enemy a head start?" Cattani snapped.

"Cattani, there's much to this night I've yet to explain even to myself. But I feel this descision will benifit us a great deal. Ray and his friends will lead us to victory, to the fighting finish. The Canterlot Royal Guard will be our ally in this conflict. Though a regretful mismatch to the Raiders', and soon, our, destructive capability, we need as much help as we can get. I do not plan on throwing it all away in our one and only chance to fight for our very survival. Whatever happens in the end should we be victorious, to both or prisoners and our 'former' Equestrian enemy, will be decided in our retrograde that will allow them a chance to redeem themselves."

Tempest shook his head. "You want to give our enemy a chance to gain the strength that we will tonight."

She remained silent.

"You've changed, my queen. What happened to the survivalist leader I once knew during the first Canterlot invasion? Did the impact of that fall affect a vital region of your hea-..."

With the glow of her horn, Tempest found himself yanked from his hooves and shoved into the hive wall behind him.

"I need not explain myself any further, Tempest!" she said, gritting her teeth. "I've grown weary of your sniveling sounds of distrust and rude impulse. You and Cattani both!"

Cattani swallowed hard, backing away from the confrontation.

She continued. "Don't push me. I may have gained somewhat of a moral sense lately, but that doesn't mean I'll take any less pleasure in inflicting pain upon those who insult me!" She finally released him and began walking towards the outside of the hive.

"Contradiction much?" Albatross said to no one in particular.

Tempest retained his attitude. "Chrysalis!"

She halted and turned back to him with a scowl.

"We're notifying Twenty-Nine and the other agents of this drastic change of plan. I think they deserve to know what's going on."

"No. You will do no such thing. They are in deep cover, and I am not blowing this chance."

Tempest remained silent for a moment, then turned to face the other Changelings. "So be it, my queen."

Chrysalis proceeded out the entryway, joining the rest of the gathering.

Cattani edged closer to Tempest. "We're sending the message anyway, aren't we?"

"What do you think?" Tempest snorted and walked deeper into the hive.

...

...

...

Ray finished pouring the powdered fertilizer inside the metal tube, careful not to fill it all the way to leave room as he jammed another rag into the top opening, this time leaving a part of it dangling outward of the tube. He picked it up and shaked it, mixing the aluminum filings and furtilizer evenly. Shortly after he ripped pieces of duct tape from the roll and tightly wrapped it around the top and bottom openings stuffed with the cloth, then took even bigger pieces from the roll, this time taping the entire tube along the front end of the arrow. He held it up for all to see.

"This is arguably the earliest example of an explosive projectile. Well, next to explosive cannonballs anyway. But much more powerful than simple black powder." Ray then picked up the bow as he walked to the nearby torch, lighting the rag that hung loose from the tube on the arrow, then quickly positioned it on the bow. He had already picked out a safe target, taking aim and firing without warning.

The Changelings tracked the flaming arrow as it streaked accross the darkened sky, then watched as a twisted tree in the distance dissolved in the most violent small-scale explosion they had ever seen.

"You can also add nails and metal chunks into the mixture, which allows for a much deadlier fragmentation explosive, good for taking out multiple personnel."

More applause as about twenty-five archer drones levitated the materials to themselves, all dissappearing into the hive with eager looks on their faces. _Refreshing enthusiasm, I must say._

"Now there's one more improvised system I want to show you before we move on to small-arms training. You may notice that we have a small stockpile of assault rifles, including my own WA-2000, and about an equal distribution of ammo for each. However, this will only be enough to arm a small squad, obviously not an entire legion."

Ray walked back to the table, putting the bow on the ground next to it. "Someone give me a bullet from one of those rifles. Doesn't matter which one."

Shuffling from the pile of weapons as a round of ammunition flew from inside one and onto the table. "Good. Now one of you find me a thick metal pipe about twenty inches long with an interior width that matches the diameter of the bullet." One drone stepped forward and inspected the bullet carefully, then rummaged through the pile of junk.

"Others find me these following items: A straight piece of wood about thirty inches long, two inches wide, and four inches tall; a short pipe-link about five inches or so; three small nails; lots of rope or string, preferably very strong; finally a belt, or a strap that's equal to a belt size."

Many enthusiastic soldiers did just as instructed, at an enviable pace. One drone that found the piece of wood noticed flaws in the requested dimensions, and began cutting it to the required specifications with his magic._Interesting. This answers the question of how I'm recieving such quality items that almost match my specifications. Furthermore, this may prove to be a useful weapon as well._ "Excuse me, but how powerful is that spell you're using?"

The drone stopped and looked up at him. "Just enough to cut wood and thin metal."

"Hmm. That may come in handy."

He smiled at him. "I don't think it's strong enough for what you have in mind. We mostly use this spell for cutting and ramming through wooden structures."

"Still might be a useful close-quarters tool. Remember it when you're dry of physical weapons."

The drone thought about it for a moment, then went back to cutting the wood. He quickly finished and gave it to Ray.

"Thanks, everyone. Now watch closely." Ray first picked up the pipe, then put the narrow bullet inside, with the larger cartridge end sticking out. Next he screwed the pipe-link onto the same end of the pipe as tight as he could. He stuffed more of the rags inside to even the diameters of both the bullet and the pipe-link, then stuffed even more inside, completely concealing the cartridge. He then poked the nail through, just matching the approximate location of the cartridge primer.

He paused. _Wait, you're still missing a couple more items. Ugh, this thing is more complicated than I remember._

_..._

_..._

_..._

Crickets chirped everywhere in the cool, breezy night, oblivious to the destruction that surrounded them. The Raiders, however, were as silent as the remains of two-hundred soldier ponies scattered about the town. No lights from the newly-erected tents, no voices, and not a movement that was of sentiant origin.

The metallic smell of blood tainted the air, mixing with the scent of ash from charred bodies and structures. The telltale sign of decay would accompany this mixture soon enough.

The disturbingly quiet night was interrupted as Riggs opened the door to the library, stepping out onto the grassland to take in the air. Air he thought would be fresh. As he inhaled, he began caughing up the stench that surrounded him, forcing him to take small, controlled breaths with his mouth to lessen the extremity on his nostrils.

A silhouetted figure emerged from the rear end of Tolwin's Chinook about fifty feet away, stepping closer to the nearby light to reveal himself.

"Hey, Faust." Greeted Riggs with a soft tone.

Faust grinned. "Can't sleep?"

Riggs shook his head. "Got a headache from watching all those films with the old man."

"I hear you."

"Hey, you got a cigarette?"

Faust twitched his head. "What?"

"A cigarette. You got one?"

He looked at the ground, shaking his head. "No, sorry."

Riggs snorted. "That's the first." He sighed, staring out into the darkness of the demolished town.

"What's on your mind?"

Riggs turned back to Faust, stepping closer to join him nearer to the aircraft. "I dunno. I just...I can't comprehend how this is even possible. You know?"

"I think so."

"I mean, this all just seems so fantastic. Intelligent equine capable of what humans have only ever dreamed of. Here, of all places. Look where we're standing, Faust. You've been in the unit longer than most of us. Have you ever seen anything like it?"

Faust shook his head. "I've seen lots of strange things in my life, but nothing like this."

"And Tolwin just wants to blow it all away." He snorted. "That man needs a good kick in the teeth."

Faust giggled. "Yes, to say the least."

"I mean, are these things aliens of some kind? Or did they come from here? Are they some kind of mutation? I think we should learn about them. Make contact with them. I dunno... maybe something benificial to the unit could come out of it."

"Yeah, well, last contact I had didn't go so well."

Riggs kicked a rock on the ground, crossing his arms. "I just hate this. I hate it. I hate what Tolwin wants to do to get to the Driver. It's senseless and stupid. Not to mention a waste of a perfectly good arsenal."

Faust let a pause wash over the conversation for a moment, then spoke up. "You know, when I excused myself from the film screening a few hours ago, I took one of the cars out to the second transponder site. Just to check on things."

"Yeah? How'd it go?"

"Everything's missing."

Riggs uncrossid his arms as he turned to Faust with surprise. "What?"

"The vehicles, the equipment, even the bodies. Everything."

"Like how the Driver's vehicle just... vanished."

"Yeah. I think those pony things came back for it all. Probably studying it for whatever advantage they feel it might give them. Sound plausible enough?"

"Sure. Why not? I'll believe anything these days, after what we've been through." Riggs crossed his arms again. He felt something hard inside the top left pocket of his jacket, like a pen or stick but shorter. He put his hand inside and pulled it out to see. Behold, it was a fresh cigarette. He turned to Faust with an overly-excited expression. "Holy shit, man."

Faust shaked his head with a slight grin. "Sure. Contribute to the already fowl air tonight."

"Hey, at least it tastes better." Riggs put the cigarette in his mouth, then paused, turning to Faust. "You okay?"

"Hmm? Oh, I'm fine. Why?"

"You just-... nevermind." He turned the opposite direction, giving himself a grand view of the town and surrounding mountains as he pulled out his lighter. Something ahead caught his eyes as he raised it to the cigarette in his mouth. "Faust..."

"Yeah, what's up?"

Riggs turned to Faust, pulling the cigarette out of his mouth. "Go wake up Tolwin. Now."


	15. Chapter 15 - A Blood-Red Dawn

_Eureka!_

Ray's weapon was now complete. The drones had helped him acquire a small piece of metal to rest atop of the wood piece, and a rubber band to keep it in place, as well as allowing it to serve as a type of trigger. The rope was used to secure the "barrel" of the weapon in place, just in front of the trigger assembly. A belt was nailed to both ends of the weapon, to serve as a type of sling.

Operation of the improvised carbine was simple. It had no sights, but could be aimed with natural indentation in the material of the pipe, and careful estimation of elevation. The trigger was like that of a slingshot. With the metal object suspended in front of the nail and bullet primer by rubber band, one would have to simply pull back and release, allowing the metal to strike the nail, which in turn strikes the bullet's primer, thus firing the round of ammunition through the pipe.

"One more thing." Ray said, looking up at the drones. "One of you put this can on that rock over there." He pointed at a particular rock formation protruding from the slant around the depression, just level enough to set the can. The can that he was referring to, of course, was the same one sitting on the table with chunks missing where the metal had been filed-off for the "fertilizer arrow".

A drone complied with his order. Ray took aim with the carbine, merely guessing the elevation as he lined the barrel up to the target. _Don't screw this up. It's a disposable one-shot self-defence system, after all!_

Ray's grip began shaking, throwing off his aim. He began slowly pulling the trigger back, remembering that gradual progress of an intended action forces the brain to calm the nerves and muscles, allowing a more steady shot. He took advantage of the momentary stability and let the trigger go.

As intended, the bullet inside was successfully fired, even hitting the can. There was, however, one undesired side-effect. As the bullet left the muzzle, the unguarded rear-end of the chamber allowed the spent casing to fly out, with its hot metal grazing Ray's ear along the way. The nail was completely unaccounted for.

The drones were completely engrossed at the effectiveness of the weapon, not to mention startled at the ear-piercing sound, so much as not to even notice the flaw and began immediately applauding him again.

Ray gritted at the pain in his ear, holding up the weapon like a sword as he turned to face the group again, silencing them. "I want one-hundred thirty-five of these made! I don't care what the body material is that you use in your construction, as long as it matches the required dimensions, and that the metal barrels and trigger assemblies match exactly what I have here. And please, find something sturdy to partially conceal the rear of the chamber, enough to keep the cartridge from ejecting in your face, but not so much as the trigger is blocked from hitting the nail firing-pin. Understand?"

Heads nodded, eagerly awaiting what he had to say next.

"Now remember, these are single-shot weapons that are nearly impossible to reload in an active battlefield. Make your shots count! After we're done constructing our stockpile, and finished with firearms training, I'll give you the briefing on how to use these in this particular offensive." He paused, lowering the weapon and setting it down on the table. "Grab your supplies and make it happen."

...

...

...

As the night progressed, the sky had become a beautiful purple sea of stars. Below it and northwest of the town, just at the edge of a nearby mountain, was what appeared to be a grand palace, brilliantly-lit and ever so inviting.

Tolwin did nothing but stand next to his Chinook, staring at the distant palace with a smile on his face. Everyone else, however, gathered amongst themselves behind him.

"It just gets better and better by the hour, doesn't it?" said Riggs.

Marchetti let out a yawn. "Yep. Think we have enough supplies left for another invasion?"

"Oh, March, give it a rest, man!"

"Not right now! I just mean-..."

Faust interrupted, crossing his arms. "Riggs feels Tolwin's repetitive victories will foil our chance to make friendly contact with the pony species."

Riggs rubbed his eyes. "Really, Faust? In front of the commander?"

"Furthermore ignoring the fact that I've already made contact with them. Hostile contact, I might add."

"You know what, Faust? I'm really getting sick of your-..."

A swirl of smoke and green flames formed in the air around the group, catching the attention of everyone, including Tolwin. They watched as it slowly compressed together, forming a type of scroll. It floated in the air momentarily, then dropped directly in front of Faust's feet.

All eyes met his as he nervously uncrossed his arms.

Tolwin trained his right hand over a hip-holster containing his sidearm, a worn and rustic Łucznik Arms PM-63 RAK with stock removed. "Pick it up."

Faust kept his eyes on Tolwin as he followed the order.

"Read it. Out loud."

Faust looked down at his message, taking a quick look at the text before enlightening other ears of it's information. _This is it, my cover's been blown! Now all I have left to do is accept imprisonment with these savages, or take my own life before they have a chance to do with me as they please._

He looked back up at his new captors, letting the message slip from his fingers and into the wind. _You won't get such a pathetic act out of me, Mister Taggard Tolwin! Listen loud to the sound of your own technology as it pierces your heart, savage human, for it is a message you and your followers will never forget. We are Changelings! We will fight before we are cornered into cowardice! _

...

...

...

"For the queen!" Faust drew his sidearm from his hip holster.

Tolwin, however, was quickest to react, whipping out his PM-63, shooting Faust in the forehead.

A green plume of magical matter exploded from the bullet hole, gradually consuming his being as it swirled around them like a wind storm. They shielded their eyes at the intense luminosity.

"What the hell is this?!" Marchetti yelled over rumbles from the matter that sounded similar to thunder.

The matter dissolved from existence, leaving behind, not Faust, but a strange equanoid creature sprawled on the ground where he once stood. It bore close resemblance to the pony creatures, but with a dark coat, sharp fangs, insect wings, and hooves riddled with holes and partial cavitations.

"My god..." said Riggs as he edged closer to the dead animal. "Faust was one of them the whole time!"

"That's not them." said Marchetti upon closer inspection.

"What do you mean?"

"Well, look at it! Fangs, bug wings... this is something else."

"Jesus. My question is, how long has he been one? Since our invasion of this place, or his entirety of service?"

Tolwin holstered his sidearm and lightly kicked the lifeless corpse. "Doesn't matter. The point is these things are creatures of deception. Any one of us could be one of them."

Riggs and Marchetti looked at each other worryingly.

"It's all a matter of trust now."

Lights around the basecamp came on, one-by-one within the various drab tents. No doubt alerted to the gunshot.

Tolwin payed no attention and instead searched the ground for the message. Instead he found it stuck onto the Chinook's co-pilot window. He walked up to it and peeled it off the glass, reading what it contained.

_Dear Operative Twenty-Nine,_

_The Hive wishes to inform you that plans have changed. Thanks to your messages, we have determined that the human invaders are far too strong to repel with our original plan. The queen has captured the lone arrival and is currently using his skills in human combat to help fight them off, and, we assume, to finish off the Canterlot Royal Guard completely._

_ Since you've already successfully infiltrated the Phantom Raders' organization, we would appreciate if you could aid in our efforts by taking them out from the inside. However, if this is impossible, we strongly suggest falling back and re-joining with your squad. We need as much assistance as we can._

_ Please acknowledge this message immediately with your decision._

Tolwin's blood pumped vigorously, his face reddening with anger as he crumbled the letter in his hand, throwing it at his aircraft with a growl.

"What did it say?" asked Marchetti.

Tolwin turned around sharply. "The Driver! They got him, and now he's helping them! Faust was a traitor and a spy gathering information to use against us the whole time."

Jones and the other soldiers gathered around the area, fully equipped, alert for whatever was going on.

"What happened?" asked Jones. "We heard a shot and-..."

"Yes, I just killed Faust!"

Jones' heart obviously sank as his jaw dropped, as did many of the other soldiers. "Why?"

"Because he was a spy helping not only the intelligent equine, but the Driver himself! And for that, he dies, Jones! You know how I feel about traitors!"

"Not only that," Marchett interjected, "but he was supposedly one of them. It seems they have an ability to shapeshift into humans, and possibly other lifeforms."

Jones paused for a moment. "But... why not interrogate him? We could've used him to learn more about the Driver!"

Tolwin shot him a sarcastic look. "I'll remember that when he threatens me with his firearm again!"

"Oh."

"Yeah. Now get in the aircraft and man the com-station."

"Yessir." He quickly left the group and entered the aircraft.

Tolwin turned to the rest of them. "Marchetti, I want you and Virus in the Shilka. Organize the ground crew and prepare for another assault."

"You got it." Marchetti ran from the area, to a small tent set up next to the Shilka parked behind the library.

Riggs stepped closer to Tolwin. "You're preparing an invasion already?!"

"Riggs, shut up. If you so much as hesitate firing a shot from the GAU-17, I'll put a bullet through your head! Got it?"

Riggs swallowed hard with a scowl, managing a slight nod.

"Go get John and the fuel truck, and prep the aircraft. Now."

Riggs gradually stepped away from Tolwin and began running towards the tents around the supply vehicles.

_Next stop, your kingdom. That's right, Driver, we've found you... and we're coming for you!_

...

...

...

_Look. Look upon your subjects, Chrysalis. Your army has become a legion of overnight warriors. Magical, technological, with all their power combined in a daunting display. For the first time, since the battle of Amrieigh and the daring invasion of Spectrum City, and furthermore despite our failure at Canterlot, I'm finally proud of my subjects. And now, for the first time in my life, I can say the same of a human._

_Blast it, you mustn't praise them so soon! Why, we have yet to see battle! Calm yourself. The time will come for them to prove their worth. Soon... soon._

It was still an unbelievably amazing realization, that a single human scavenger had trained her thousand strong in such record time, unfortunately not likely to ever find its way in the "books". Better yet, he was willing! Yes, of course there was the possibility of it being a charade to mask his intentions for escape from her capture, but she couldn't help but express her admiration regardless.

After all, he probably thought the same of her, for her sharp change of attitude.

Ray's sudden glance caught her by surprise. Followed by his tired voice, strained from giving orders to the drones: "My queen."

"Yes, Ray?" Chrysalis acknowledged.

"There's just one more matter we need to discuss."

"Oh? Regarding what?"

"I think you know what."

It didn't take her but a fraction of a second to figure it out. Yes, indeed she knew. _After all, what in the world would I do with you and your friends should we be successful? I've set the matter aside for too long... for the sun is already bleeding a crimson red over the skies. Make the decision._

She nodded and let out a sigh before answering.

...

...

...

"Can one of them truck things carry, say, about a ton of apples?" asked Applejack, obviously struck with an idea.

Twilight and her friends had gathered around Faust with friendly curiosity, despite knowing the fact him and his friends were an enemy caught between them and another. Imprisonment, it seemed, brought the more "human" side of the three Raiders, which appealed to the six ponies. They felt sympathy for each other.

Worry also shadowed over them regarding Ray's long absence. It had been hours upon hours. Yet, no one felt tired, or even bored. Fear mixed with fascination of the human and pony "ways" alike was enough to keep everyone in the room apprehensive.

"Try three tonnes." answered Faust with a puff of smoke.

"Land sakes!" exclaimed Applejack with astonishment. "Just think how useful a truck would be on the farm! Why, I might even be able to handle the next harvest all by my self after all!"

As if on cue, all five of her friends gathered in one loud and final "No!"

"Well, fine. But I see potential in one of them fancy machines, and I intend on taking advantage of it."

Rarity spoke up. "If you're going to actually use one of those things, might I suggest some, err, shall I say... remodelling? If that is the correct term for it. I mean they're so ugly! Caked with dirt and rust, gritty, grimy and beaten, drenched in slimy oil and-..." she almost gagged at the mental picture.

"Form follows function, Rarity. But if I actually do get my hooves on one, you're welcome to do whatever 'fancifying' you please."

Twilight put a hoof to her chin. "Applejack, I thought it was tradition to use manual technology, nothing too advanced or magical."

"If what I'm hearing is right, then I wouldn't exactly call these vehicles 'automated'. They seem pretty manual to me... besides, these are machines, Twi. Nothing magical goin' on there. Personally I'm just fine with an added 'boost' like this. But I'll have to check with the rest of the family, say they have a different opinion on adopting the new tech."

"Pft!" spurted Rainbow Dash, "You guys are talking like we're actually going to make it out of this hole!"

"Think positive, Rainbow. The queen can't hold us here forever. Surely there's a way of reasoning with her."

"Fat chance." She rolled her eyes and scooted away from the rest of the group.

All eyes went to the nearby door as it opened wide. What approached within brought everyone to their feet and hooves. Among two changeling drones clad in improvised steel armor, Ray stood tall and stern, armed with all of his trademark weapons.

"Ray!" Twilight shouted, running up to him. She composed herself. "What happened? How did you get your weapons back?! And who are-... what... how... ?!" Composition immediately lost again with questions.

A smile formed on his face. "I've made a deal with the queen. And I think you're going to like what I have in mind."

Faust pulled his cigarette out of his mouth. "Wait. Are you going to say what I think you're going to say?"

He shrugged. "The enemy of my enemy is also my friend. Not only is this plan our ticket to freedom, it also means a potential advantage over Tolwin and his forces." He let a pause go by, realizing he had been talking with one of Tolwin's soldiers. "Look, I know he's your superior, and that you may have grown an attachment to individuals within his faction. But you said it yourself... he's a twisted man, extremely dangerous, and absolutely must be stopped once and for all. You know what needs to be done, Faust.

I came here to ask you to join me in this defensive. Will you accept?"

Faust took a puff from his cigarette and threw it on the ground. "If it means stopping a madman from wiping out humanity and its equivalent, as well as putting an end to our imprisonment, I'd be a fool not to partake in this plan of yours. Ray, my friend, you have my sword."

Ray gave a nod of approval, then looked down at his pony friends. "And you?"

Uneasy glances were exchanged.

Twilight sighed. "You can count on us, Ray. But I have just two conditions."

"State them."

"We will not kill anypony. And I refuse to fight alongside the queen. We'll help you with anything else you need out there."

"Fair enough. Welcome aboard... my little ponies."

They all gave him a smile that forced him to return a similar one.

_And so towards the horizon of a blood-red dawn we stride through the sea of arrows with but a cloak and a dagger._


	16. Chapter 16 - Road to Canterlot

Shining Armor's quarters was grand and spacious, residing just north of the Celestial Ward. His office, however, was cramped and cluttered with documents and research literature as far as the eye could see. A sure sign of a busy mind. Much like his sister, though a polar opposite on the matter of personal organization.

He sat quietly at his desk, with a stern look at the floor ahead in an obvious display of pondering something of great concern. _Behind schedule. No report, and no sign of the defense forces. Colonel Blackburn... where in Equestria are you?_

A shadow cast over his desk as he found himself staring at the golden shoes of a breathtaking cerapter mare. He left his thoughts to look up at her. His heart became heavy and and his anxiety dissolved into bliss, for it was his beautiful wife Princess Cadence.

"Honey?" she called ever so sweetly, "Is everything alright? I came as soon as I heard about this threat made on Ponyville."

What would've become a smile on Shining's face became a frown with a sigh. "I don't know what's going on. Just yesterday I sent a platoon of two-hundred men, but they were supposed to report back several hours ago. I've received nothing at all. Princess Celestia seems to also share my concern, for the enemy who made the threat are not who we thought they were."

"What do you mean?"

"She waited several hours to inform me that they are not, in fact, a Changeling army, but an army of another species. An advanced species. She spoke of technology that I didn't understand..."

"But the Changelings are still at large?"

"Yes, that is but another concern I've added to the list. We just may see the worst invasion in Equestrian history, and I fear we may not be prepared for it."

She took his hoof. "The Crystal Empire. I can organize a legion of Imperial Guards to assist you."

"Unfortunately, I don't think we have much time."

A bell echoed through the Ward outside, snapping Shining to attention. It was rung fast and repetitive, signifying immediate danger to the palace.

"Cadence, you must get back to the empire."

"But..."

He rose from his seat and headed for the door. "Please, go now! You'll be safe there!"

...

...

...

Horrifying rumbles of machines and screams of terror echoed through the streets of Canterlot as Tolwin's aircraft stormed over the land, with his army rolling through just below.

The blades threw papers and light objects around in hurricanes, putting out several windows. Tanks crushed carts and carriages, and demolished corners of buildings with their shriekish tracks. Buggies and other softskins trailed behind, with a few mischievous drivers plowing through large display windows of the local stores with faux Indian battlecries and maniacal laughs.

Others threw Molotov cocktails in the nearby buildings, chanting random Latin phrases. Some even carried flamethrowers, taking the opportunity to set ablaze whatever they pleased.

"No munitions." Tolwin called over the radio. "Flamers and miscellaneous incendiaries only. Save the big stuff for the palace ahead. Just a half-a-mile out, guys."

Gunners in the Abrams tanks let loose on the .30 cal. machine guns in the turrets, giving the streets ahead a thorough sweep.

"And quit pissing away the quarters! We're low on heavy machine gun ammo. Save it for later."

They ceased fire and continued on.

The M5 "Stuart" choked and stopped abruptly in the middle of the street, with a plume of black smoke rising from the engine. The driver poked his head out of the hatch and looked behind them, just as a panel on the rear housing exploded from the vehicle, killing the engine.

The Shilka pulled up next to him, with Marchetti emerging from the turret hatch. "Get that ancient relic going! You're holding up the column!"

An engineer emerged from the Stuart, jumping onto the rear housing to inspect the damage, while coughing and waving away the thick smoke. "It's dead! Transmission's shot!"

Marchetti growled, grabbing a communicator from inside the Shilka. "Abrams Leader, this is Shilka, come in Ronnie."

A voice crackled on the comm. "I read you, Shilka. What's the hold-up ahead?"

"Lyle's old wreck just checked out. Make some room, Ronnie."

"Roger. Come on down, guys. Out."

Marchetti threw the communicator below. "You heard him, go! Move it!"

The Stuart crew abandoned the tank and headed for the lead Abrams. Marchetti went back inside the Shilka as it rolled on.

...

...

...

Ray slapped a crude map of the palace layout on the ground next to the Otokar Akrep, with his "platoon" gathered around. He knelt and placed his index finger on a particular location at the entrance to the castle.

"This is most likely where he'll park the invasion forces before proceeding through. We're going to sneak behind him at this key point here..." This time pointing directly behind the supposed location of Tolwin's forces, just ahead of the main road through Canterlot. "... and outflank them here and here." Now the hillside and the straight drop of the cliffs.

Faust scuffed his feet. "But how the hell are we supposed to climb the cliff-line?"

"We don't. We'll have airborne rifle platoons rise and descend from those two points. We're taking the road over here that forks from the main road behind the Raiders. Got it?"

A nod.

"Now, Tolwin's going to fly NOE with his aircraft to surprise the guardsmen. He'll have a very good field of view of the ground. Not to mention the Triple-A guns, which will have an equally good view of the air, so airborne units will have to stick to the treelines in low-profile before attacking. Space gets pretty open along the Ward and trenchlines, so when I give the signal, don't hesitate. We'll run out of cover dramatically fast."

He turned to the Changeling squad-leaders. "On the matter of these improvised carbines, remember they are single-shot and must be discarded. The goal of the riflemen is going to be painfully crude, but imperative. They must be accurate with their shots, and absolutely must take enemy weapons after they gain a kill, or we'll run out of firepower before the actual counter-attack even starts, understand?"

They nodded.

Ray looked around for Chrysalis and found her behind Junkers. "Did your soldiers refuel the Otokar Akrep with what was left in the stockpile?"

Agusta raised his hand. "Uh, I took the liberty."

"Great. Everyone ready? Got everything you need?"

Gripen stepped forward, slinging an AKM on his back. "Locked and loaded, Ray."

"The let's go."

Chrysalis nodded to Gripen and awaited his command to the legion. "Move out!" he shouted.

The six ponies entered the rear of the vehicle, followed by four of the Changeling military leaders, as well as Junkers and Agusta. Chrysalis demanded to sit upfront in the passenger seat, despite the risks.

Ray crumbled up the map and threw it in the vehicle, but was quickly halted by Faust as he was about to enter the driver side.

"Where do you think you're going?"

Ray shrugged. "I'm driving."

Faust snickered and put his hand on his shoulder "No, it's my car. I'm driving."

Chrysalis stepped in. "Ray's driving. Hurry up and get in!"

Faust grimaced at her, then back to Ray.

He shrugged with a playful smile. "Queen's orders."

"Fine. At least let me in the middle there."

He hesitated, then stepped aside for him.

"Thank you." He rolled his eyes upon entering the Otokar Akrep, with Ray following.

Ray looked back at his passengers, then started the vehicle. "Here we go!" Pedal to the metal, and they were off, with the army of Changelings airborne behind.

While the majority of the drones carried the improvised carbines, explosive arrow kits, and Molotov cocktails as their major armament, the "VIPs" of the fighting force wielded the more powerful weaponry. Ray, as usual, carried his modified WA-2000, Colt 1911, M62 fragmentation grenades, and M1 combat knife. Faust had an AKM with an odd-looking custom barrel piston under the foregrip - most likely some sort of crude anti-recoil device - and a Beretta M92F for a sidearm. Junkers and Agusta both had AK-101s, but Junkers' lacked a stock. They did not carry sidearms, but did have combat knives and red signal grenades that could be used for a smoke-screen.

The higher-ranking Changelings had their share in "special" weapons as well. Cattani carried a classic AK-47; Gripen an AKM with custom iron sites like that on a Heckler & Koch product; Gloster an M16A1 with an M1 bayonet; finally Lancer a Bizon PP-19.

Chrysalis demanded a weapon as well, and per request she carried an RPK-74 with a rare steel drum clip. Being as bulky as it was, she had to have the window down for the long barrel and bipod to stick out in order to make room.

Reserve weapons included an extra AKM, M16A2, even the M202 FLASH and M67 recoilless rifle. These last two items were strictly anti-armor weapons, and were ordered to be used only with permission from the highest-ranking individuals, or used by those individuals themselves. The queen and Ray we're those individuals unless they were incapacitated from command.

The six ponies needed no other weapon but their minds and their elements. Not the unfortunately lost representations, but the elements within their hearts. With that, as long as they remained true to themselves they felt unstoppable. Even if Twilight detested the inconvenient truth that they required assistance from a bitter-hated enemy. The queen's presence in the same vehicle was no aid against those feelings and only fueled insecurity.

Ten whole minutes had passed, and yet not a word was spoken above the bumps and rattles as they traveled over harsh terrain. Not a whisper.


	17. Chapter 17 - War

Hearts pounded, hooves trembled, eyes cocked. The wind had died and the Earth became a conductor around them. Low rumbles echoed from the trees and the ground shook at the advancement. _They're coming, but from where? The groove in the sloped mountainside? Or the trees?_

Shining Armor stood next to Lunar Guard Commander Sterling, both forward of the entirety of Equestria's last line of defense. Sterling kept looking back at the hundreds of young faces behind them, having difficulty hiding his concern.

Shining adverted his glance and spoke frankly to the superior. "We're all scared, Mister Sterling. To be honest, I'm terrified."

Sterling let out a shaken sigh. "Your men have more combat experience and training than my division. I'm worried for them."

Shining could not help but smile at this. "If over a dozen practice drills and raids count as actual 'combat experience' in your perspective, then I'd be lying if I said I didn't agree."

"Hey, if I found it in the budget of my division, I'd be ripping-off a lot of your tactics. And I promise, I would have no shame."

Shining shook his head in mock disapproval. Being of separate divisions, both superiors allowed this kind of nervous joking around, despite being of different ranks. Even if they had been of the same division, however, they most likely would maintain the same acceptance of it given the present situation.

The rumbles grew heavier, the ground trembled even more, and something began rising from the slope ahead. _This is it. Let's make our kingdom proud._

_..._

_..._

_..._

_What in the hell is that, and why couldn't we see it this morning?_ Tolwin was awestruck at the brilliant pink forcefield enveloping the entire palace ground. It was like a giant bubble, shimmering and rippling like water, defying the laws of physics. To Tolwin's knowledge, of course.

Behind the transparent curtain could be seen hundreds of ponies clad in medieval armor, wielding equally primitive weaponry. All stood guard outside the palace, waiting to defend it with their lives.

"Ain't that cute." He remarked to no one in particular, then held the communicator closer to his mouth. "Everyone hold position here."

The column spread out in an intimidatingly aggressive stance and halted, just as Tolwin eased back on the cyclic and pushed down on the collective to descend his aircraft closer to the ground in front of them.

"Is that some kind of magic forcefield, or something?" Riggs asked, sharing Tolwin's curiosity.

Tolwin shrugged with a sarcastic smile. "Why, of course it is. What better protection against threats like ol' Destruens Angelus?"

"Well," started Jones in the back, "why don't we find out how strong it is, if that's the case?"

"In time." Tolwin reached for the hand-microphone for the loudspeaker. "First, interrogation for intel. Then, a little psychological warfare. For the hell of it."

Riggs rubbed his eyes with disapproval.

...

...

...

The flying mechanical demon hovered only a few feet from the ground in front of a legion of other odd machines, with rather curious types of weaponry all trained in the direction of the guardsmen.

A voice called out from the flying machine as if it were a mighty god. "You cannot escape us! If you attempt to attack us, we will destroy you and your kingdom without mercy. It would be pointless! Your armament is a pathetic match!"

"Then what in the name of Equestria do you want from us, outsiders?!" Shining Armor shouted as loud as he could over the sound of the machines as he stepped forward.

"The driver! A man who is arming you for a defensive against us! Have him step forward for us all to see! I want to finally have the pleasure of seeing his pathetic face!"

_The... what? Who or what in the world is he talking about?_ "Who is this 'driver' you speak of?!"

"Don't play with me, little horsey! The human man helping you arm yourself against us! Ha! What good he did for you, with all that 'knight-and-shining-armor' crap!"

"I honestly have no clue what you're talking about, outsider! You must have the wrong kingdom!"

An uncomfortable pause crept through the rumbles and thunder of the many machines, until a an ear-splitting explosion erupted from one of the land machines, causing Shining's magical forcefield to shatter as if it were constructed of glass. They were now fully exposed to the danger of these invaders.

...

...

...

Princess Celestia and Princess Luna looked on through the great observation window in horror as the projectile that shattered the forcefield made its way through the air above the Ward and impacted the nearby wall of the Great Hall, shattering glass and crumbling stone everywhere in the blast radius.

The structure above collapsed, faster than the two princesses had time to react to, and as a result they were pinned underneath the material.

Two guardsmen nearby ran up to them, pushing away as much of the debris as they could.

"Your Highness!" One of them shouted. "Are you okay?"

"Y-yes..." came a low, strained voice under the rubble. "My sister..."

They dug away to locate Luna. They found her under a large pile of bricks, unconscious.

"She's out cold." He turned to the other guardsman. "You, help Princess Celestia out of there. I'll take care of Princes Luna."

"Alright." He acknowledged and did as he was ordered.

Celesia struggled to speak. "Now... I'm too weak to help them. Yet another foolish mistake to end us all!"

"Please don't speak, Your Highness. Save your energy."

...

...

...

"Don't test us! Give us what we want, or suffer."

"You'll just have to give us your best shot! We will fight you with equal dismission of mercy!"

Tolwin laughed hard enough to almost loose grip of the microphone, much to Riggs' usual disgust as of late. "You and what army?!"

"This one, Mister Tolwin!" The voice calling out from their port side snapped him out of his hysterical state, as it seemed to have come from another loudspeaker. He looked in the direction and found a small vehicle situated on the nearby hillside, with a communication dish on the roof. _Faust's Otokar Akrep_...

The driver door was open, with a man standing next to it with a hand-microphone up to his face.

Tolwin held his own microphone back up. "Who are you?!"

"My name is Ray! I'm the one you're after!"

He smiled like a maniac, satisfied to not only finally have the man within his grasp, but to know his name. "Well, what a pleasure to finally meet the elusive driver! The only man ever to escape our firepower alive... but foolish enough to face us yet again in another softskin! Which, by the way, I believe is my property! I'd very much like to have it back."

Ray stepped aside and handed the microphone to another individual stepping out of the vehicle. He wore the very same service uniform as the rest of the Phantom Raiders, much to Tolwin's surprise. Then the man looked on at the faction, giving them all a better view of his face.

Tolwin was momentarily speechless with the recognition. _Faust? No... it can't be_...

"No, sir." said Faust over the loudspeaker. "I'm not letting your filthy hands anywhere near my vehicle any more."

"Faust!" Tolwin shouted much louder than he had wanted or expected to. "I killed you! I goddamn killed you, you bloody traitor! What kind of sorcery is this?!"

He grinned. "I guess you only live... twice?"

Tolwin's face flushed red with anger as he slowly spun his aircraft in their direction, all forward weapons now trained at them.

"You see, Tolwin," Faust continued, "Some mature minds grow weary from the exploits of an immature leader. Such as you."

Tolwin strained hard not to squeeze the weapon triggers on his flight controls. "Elaborate."

"It saddens me you would even make that request. Do you even know what the original cause was for our division? Don't you remember those days?"

"Cleanse the world of pitiful opposition that destroyed it in the first place, build our empire of peace...-"

Faust cut him off. "No! Our cause, the very cause your father tried to pass on, was liberation!" He practically screamed the last word, much to other listeners' discomfort. "Your father would be ashamed of what you've done to this once respected unit! For years after his death we've followed your sorely misunderstood ways, raping lands and feeding your lust for power! No more, Tolwin! I won't let you disgrace us any longer. And I won't let you destroy what is probably the only equivalent of harmonious humanity left in the world!"

"Leave my old man out of this, Faust! And don't you dare lecture me on how to run my unit!"

"I say again, Tolwin, stand down. Or we'll just have to take you down ourselves."

"Ha! I'd like to see you try!"

"So be it." Faust threw the microphone into the vehicle and stepped inside, with Ray following.

_How can they possibly fathom the idea of getting out of this? They're outnumbered and outgunned! Even if they charge for attack, we could just trap them, and I could save my munitions for the palace. _

_ Oh, Faust, and your new friend Ray, how can you be so foolish? This will be easier than when we totaled Ray's car back in the desert_... Tolwin's memory woke up his deductive logic of the event again, reminding him of his old theory. _Oh my god... it's another trap!_

A sand buggy just behind his aircraft exploded, sending fragments through the openings in the fuselage. The ramp-gunner was badly wounded in the shoulder, tumbling onto his back in agony, gripping the entry wound with immense pressure.

Tolwin's instincts shot to life, forcing him to squeeze the weapon triggers, sending a barrage of unguided rockets and machine gun fire in the direction of the Otokar Akrep. Unfortunately, all munitions missed given that the vehicle was already in motion.

"Airborne targets!" a door gunner shouted in the back. "Left rear!"

Bullets began ricocheting off the canopy, dangerously close to the glass. Tolwin quickly pulled his aircraft out of position and prepared for the apparent dogfight.

The whole faction scrambled the area below, opening defensive fire.

...

...

...

Ray carefully drove the Otokar Akrep around the area with Chrysalis returning fire with the RPK-74 from the passenger window, and Agusta doing the same with his weapon from the turret hatch in front of the communication dish.

The airborne Changeling unit dove from the sky like green meteors, impacting in various places within the enemy column. The drones that remained in the sky attacked with their improvised carbines, but were far too high than they had originally planned, giving AA guns perfect opportunity to take them out.

"You're too high! Get down!" Ray shouted at them, despite the fact they could not hear him._Of course, they can seemingly learn new tactics and ordnance improvisation on the fly, yet they can't follow a simplified plan right!_

Sure enough, the nearby Shilka opened up on them with the quad-mounted 23mm 2A7 autocannons. Its turret spun lighting fast as it tracked the targets, mowing them down before any could properly react. And before Tolwin could even react in his gunship.

Those that remained on the ground took out as many drivers as they could find in each of the vehicles with their carbines, hijacking them in the process and allowing others to utilize enemy equipment. The vehicles with concealed personnel, such as the tanks and APCs, were instead attacked with the Molotov cocktails, but to no avail as their armored skin was too thick for them to do any damage. Each of the drones who tried this attack, lost their lives to the heavy weapons on these vehicles.

An Abrams tank found a window of opportunity and fired a shell at the Otokar Akrep. The explosion was close enough to send it tumbling onto its side, throwing Agusta out of the hatch and into a patch of shrubbery.

Everyone else poured out as fast as they could, and dove for cover in a nearby ditch just as the Abrams fired another shell that blasted the vehicle into oblivion.

Cattani seemed to have a better hijacking method in mind as the armored monster stormed their direction. He leapt and climbed onto the hull, emerging onto the top of the turret with a Molotov cocktail lit, prying open the main hatch. He then threw the cocktail inside, resulting in an abrupt halt from the vehicle and terrible cries of agony escaping from inside.

Next he grabbed an extinguisher nearest the hatch, and disappeared into the tank, closing the hatch behind him.

"He's a crazy fool," started Chrysalis as she peaked over the grove in the ditch, "but his resourcefulness is undeniably admirable."

Agusta crawled away from the shrubs and rolled into the ditch with the rest of the group. His knees were skinned badly from the impact, with holes in his pants exposing the bloody mess. "Yeah, nobody go back for the gunner, leave me high n' dry in the bushes!"

"Oh, quit whining!" shouted Faust.

Cattani's newly-acquired Abrams tank began moving forward and backwards awkwardly, indicating that he was most likely acquainting himself with the controls.

A Snooty gun did not seem to notice the recent hijacking of the vehicle and pulled up next to it, with the commander atop the turret ready to signal the "fire" order.

Cattani swung the tank's turret around, aiming at the vehicle, much to the commander's surprise as he shouted "Wait!" just before Cattani fired a shot to destroy the entire port-side, raising a great storm of dirt over the fragmenting fireball. The contact was far too close, resulting in the tank's 120mm gun barrel flowering open and blasting clean off the turret.

Other drones struggling to control their vehicles crashed into each other and other enemy-occupied vehicles despite their efforts, resulting lethally explosive impacts or enemy entrapment by fire.

...

...

...

The Changelings made no effort to attack the palace, or any guardsmen whatsoever. But they fought the technologically advanced invaders with determination that appeared to be in favorable defense. _They're... helping us?!_

But their numbers were decreasing dramatically fast as they executed their daring tactics. Shining Armor knew he and his fellow guardsmen could not just stand idly by and watch as their one and only chance to defend their kingdom dissipated before their eyes. They had to attack now before it was too late.

"Alright," Shining started, turning to his men, "we're going in! Now I-..."

"On who's side?!" Sterling interrupted.

"Ours! Now listen up! The Changelings are an obvious neutral faction right now! Focus on our efforts against the advanced invaders! Don't attack any Changelings unless they attack you first! Got it?"

"Yes sir!" The legion shouted.

"Let's move out!" Shining lead the entire army of guardsmen in a grand stampede towards the battlefield.

...

...

...

Tempest and Gloster watched upon the nearby hillside as the Royal Guard stormed the direction of the chaos. The first wave of Changelings was decreasing at an alarming rate, much to Gloster's surprise.

Tempest spoke up. "The Guard is attacking rather earlier than we had anticipated, don't you think?"

"I don't give a good royal bone! We're loosing men!"

"We can't do anything about it. We haven't gotten Gripen's signal yet!"

Gloster glared at him. "You mean Ray's signal, you cynical, ignorant fool! And forget the signal, we're going in now!"

Tempest stepped closer with his defense. "Gloster, you'll stand down until we-..."

Gloster cut him off. "We're going in!" He waved his signal to the rest of the unit. "Attack!"

The army of Changelings charged like a thick swarm of bees, some remaining on the ground and others darting across the sky. The archers, however, remained on the hillside with their explosive arrows. They lit the fuses over small torches they had staked in the ground, took aim for their targets, and launched their thundering ordnance.

Many small scout vehicles were destroyed in violent explosions, but the armored vehicles were merely disabled, with tires and treads blown or shredded from the chasis.

In response to Cattani's bold solution to the armored vehicle problem, many of the soldiers attempted his method with success and began hijacking and utilizing the monstrous machines. Of course, it was not without clumsy introduction to their operation.

...

...

...

_This is it. This is the evil storm of chaos brewed by the humans... the chaos they have to live every day. This is war._ Twilight and her friends huddled together in the shallow ditch for support as the earth trembled from the destruction that surrounded them.

Rarity compulsively rubbed at her face and coat as she was bombarded by dirt and rock debris from the explosions and proximate ricochets of flying projectiles from the human weapons.

Fluttershy held onto Pinkie for dear life, crying and shrieking in terror. Another approaching tank only made matters worse for her, despite recent conversion to friendly machine by a Changeling soldier. The massive gunblast was powerful enough to rattle anyone's brain at that proximity, meaning her reaction to the effect would be doubled. Any closer and the whole group's brains would literally be mush.

Her shrieks became screams that only got worse after each blast. "I can't take it anymore! Make it stop!"

Pinkie held her in a tight embrace. She knew they could not move from position yet, so she did her best to keep her from escaping the apparent agony, even if she was obviously desperate enough herself to take the risk of breaking cover. She took Fluttershy's head in her hooves, trying for a grip as they slipped from the flowing tears. "Fluttershy, listen to me! I have an idea. Think of it as some kind of celebration! Close your eyes and think of pretty flashes of light in the sky. All of the explosions are just fireworks, okay? We're at a big fireworks show!"

Pinkie's selfless and optimistic attempt at comforting Fluttershy almost brought tears to Twilight's eyes. _True friendship, shaken so vigorously in the eye of a chaotic storm, yet remain one and unbreakable. A fire that never dies. Truly, no hardship, no conflict, no war, can put it out._

Twilight rolled over to check on the rest of the group, remaining close to her friends.

Junkers looked incredibly anxious to return fire, but restrained himself as not to blow their cover. Agusta dressed his wounds with clothing shreds, despite a rather apathetic expression from Faust as the wounds were mere scrapes in his perspective.

Chrysalis held her weapon close as she strained to retain an athorative appearance, but her worriful eyes gave away her true insecurity. _But I thought this is what you wanted? You seemed to enjoy watching us crumble once upon a time. How is this any different? You'll never get any sympathy from me, you evil monster._

A familiar face stood out to Twilight as she watched the waves of guardsmen storm the battlefield. _Shining Armor! My brother! Oh, in the name of Celestia, please be careful out there!_

"No, no, no!" Ray started, staring in her direction, "What do they think their doing?! I didn't give the signal yet!"

Twilight rolled over to the direction he was indicating. The second wave of Changeling soldiers swarmed from the hillside to join the guardsmen in battle, taking out a handful of major armored vehicles with a mix of explosive ordnance utilization and hijacking methods.

"Oh look," Chrysalis started in a rather deadpan tone as she turned to Ray, "it's working."

He was not too convinced of that, however, as his eyes darted to the direction of Tolwin's aircraft, finally unleashing firepower onto the site without hesitation. "Not for long. Not with that thing still in the air."

...

...

...

Tolwin dismissed the risk of friendly fire as the enemy had eventually outnumbered and conquered half of his entire faction. He had to act fast and obliterate as much of the opposition as he could. _These damned ponies, how are we losing to these things?!_

Riggs, obediently firing the minigun, obviously weaseled a loophole in Tolwin's order as he seemed to deliberately miss all of his targets by a wide margin.

Tolwin whipped out his PM-63 with an outburst of rage and put it to Riggs' head. "I swear on my father's grave if you don't help me kill these things I'm going to splatter your brains all over the glass!"

Riggs slowly turned his head to meet Tolwin's reddened eyes. "How about you just blow me the fuck away already?"

The Chinook suddenly shook from a blast in the rearmost quarter, forcing Tolwin to regain control of the aircraft.

"Ah, hell!" Jones shouted from the crane-controller's box. "I'm hit!"

Tolwin struggled to keep the aircraft level. "What happened?!"

"Some flaming arrow from hell, man! The blast took out all of the gunners and fragged me!"

"Will you be alright?" _You better... you're my only senior technician!_

"Yeah, but I won't be laughing for a week!"

Another explosion shook the aircraft, this time sending metal fragments and smoke into the cockpit. Riggs and Tolwin shouted curses as they shook and brushed away the hot material from their uniforms and gasped for air.

"Jones! I think we're taking RPG fire, hang on!" But there was no answer from the back. "Jones, you alright? Jones?!"

Both Riggs and Tolwin took a look behind them, expecting the worst. It was like the remnants of a hurricane-stricken butcher shop, with pieces of bone and flesh sprawled over twisted metal, laced with shreds of charred camouflage.

They jolted back into their forward positions in synchronized dread, omitting the image of what they had witnessed.

An arrow struck the outer frame of the cockpit glazing, startling the two pilots. _This is just so incredibly insane._

_..._

_..._

_..._

The Chinook bombarded the ground forces with every weapon it had in its arsenal. Its devastation was still yet unmatched with anything the Changelings or Royal Guardsmen had at their disposal. Not even the newly-acquired enemy equipment.

Chrysalis peeked over the grove in the ditch. "What do we do, Ray?"

He looked around, hoping to see something that could possibly be used to their advantage._Anti-armor weapons lost in the Otokar Akrep, no dedicated anti-air ops, and thinning airborne defense. _

The only thing that immediately came to mind was the Shilka that was blasting everything except the Chinook out of the sky. Not to mention the ground units in its immediate parameter. Utilization of it would give them a better advantage against Tolwin's aircraft, but the speedy turret was no wonder it had still yet remained untouched.

"That anti-aircraft vehicle."

Faust scooted closer. "I see what you're thinking, Ray, but the Shilka's got a full 360-degree turret radius running on 30 rpm. You're not gonna get very close in time."

"What we need is a distraction. One that'll last long enough for us to approach it."

"I got an idea!" Rainbow Dash shouted. "I'll distract it."

_Wow. A pegasus pony volunteering to be a target for an AA gun. Now I've seen everything._

Twilight spun her around. "Are you crazy?!"

"Pft! 30 rpm! That thing's a glorified banana slug on tracks. I can totally beat it!"

Faust gave her a very sincere look of uneasiness. "I dunno, it's got a mean tracking reputation."

Rainbow rolled back over to face them again. "Hey, I'm the fastest flyer in all of Equestria! I did a sonic rainboom for ponies' sake!"

Agusta spoke up. "Just to be clear, how many of us are going?"

Faust turned to him with the answer. "It only needs a crew of two, so just me and Ray."

"Then how about a more sensible approach? Have the rainbow pony carry you guys there."

Rainbow shook her head. "Whoa whoa, no way. I can't carry the two of you and dodge its firepower at the same time!"

Agusta stopped dressing his wounds and picked up his weapon. "Listen, guys, going out there on foot is a terrible idea. There's a gunship out there, remember? You've got to be quick about it, and I don't buy into the flying rainbow pony as a legit distraction."

"I have a name, you know!"

Out of a sudden flare of bravery, Chrysalis chimed in. "Ray, get on my back. I'll take you to it while Rainbow distracts it. Once we've acquired the vehicle, we'll come back with it and pick up Faust and we'll finally take down that flying war machine."

_Did she just say..._ "Wait, what?"

"You heard me, get on my back. Now!"

Ray turned to Faust, hoping for a confirmation of what he thought he was being told. He simply shrugged in return. "Queen's orders."

"And you actually agree with this plan?"

Chrysalis threw her weapon down and pulled Ray closer to her. "I said 'now'!"

Ray complied and climbed onto her back as she stood upright on all four legs, breaking cover from within the ditch. He held onto her long neck with his left arm while holding his weapon in the right. "To whichever race survives this, I would appreciate the exclusion of me going down in the history books as the first man to ride a Changeling into battle."

Chrysalis signaled Rainbow with a nod, and they were off. Rainbow scooped a pile of rocks into her hooves as she soared for the Shilka, throwing them at its hull to get its attention.

"Hey!" she shouted. "Over here! Twenty points to catch the rainbow, bulletbrain!" She immediately began her dazzling display of agility as the turret tracked her and strained for a clear shot.

Something "whirred" overhead Ray and Chrysalis as they headed for the Shilka, followed by an explosion just ahead of its supposed trajectory. Ray looked behind them to find the source. Tolwin's Chinook emerged from a massive plume of smoke and chased the two in an aggressive low-level approach.

"We got company!" Ray shouted as machine gun fire erupted from the aircraft.

Tolwin overshot them and banked around for another pass.

Luckily they had arrived to their destination in time and dove for cover at the Shilka's tracks, just as Tolwin passed over the area, clearly searching for them.

Ray leapt onto the rear engine housing of the Shilka, then onto the almost convulsing turret, struggling for a grip on the main hatch. Chrysalis followed him onto the vehicle.

Ray pulled out a grenade from one of the pouches on his belt. "Cattani's method two-point-oh!" He looked up to the sky to find Rainbow Dash. "Rainbow! Take cover, you're done!"

Rainbow Dash made a mock salute and headed back for the ditch with the rest of the group.

Ray turned to Chrysalis. "Open the hatch."

She did so as he pulled the safety pin from the grenade, ready to toss it inside, but to their surprise, a pistol emerged from the opening. It shot Ray twice on his left shoulder, forcing him to drop the grenade somewhere on the ground behind them. He tumbled back onto the engine housing in shock from the impacts, gripping the wounds before the pain could finally register. His rifle was as of then completely unaccounted for.

Chrysalis hugged the turret's hull as the grenade exploded next to them, showering them with earth debris.

The turret stopped moving and the vehicle was now in motion. The same hand holding the pistol awkwardly reached for the hatch to close it, but Chrysalis lunged for it and clamped onto it with her razor-sharp fangs, swiftly pulling the terrified man out of the vehicle and throwing him onto the engine housing.

Ray leapt onto the man from behind and pried the gun away from his wounded hand. The man elbowed Ray's ribs repeatedly, forcing him to roll away, but remained latched onto the pistol hand. He spun around to rip away Ray's hands from his own, but to no avail, and as a result attempted to aim the weapon in his direction. It was an immense test of strength for them, even to the point of the man kneeing Ray in the gut in attempt to weaken him. The man's exertion forced his index finger through the trigger guard of the pistol prematurely, resulting in accidental discharges from the weapon.

Chrysalis jumped onto the man and latched onto his arm, agonizingly drawing blood with her fangs and loosening his grip. He finally let go of the weapon with a cry and punched her wherever he thought he could do damage. In response she threw him off the vehicle, onto the battle-torn earth.

"Drop it!" They spun around to find another crew member atop of the turret, threatening them at gun-point with a P90. "Drop the gun!"

"Hey, Marchetti!" A voiced called out behind him.

He turned only to find the butt of an AKM striking his face, leaving an ugly abrasion over his cheeks as he tumbled from the hatch, onto the engine housing with Ray and Chrysalis, both of which pried the weapon away from his hands.

Faust slung his weapon and leapt onto the man to pin him down. "You two, get in the Shilka! I'll take care of him."

They staggered onto the turret and crawled inside.

"Are they gone, sir?" the driver asked, mistaking the entering individuals as the man now captive by Faust outside.

Ray put the gun to the driver's head. "Nope, not today. Get up." But he would not budge. "C'mon, get on up, let's go!" He was too petrified to even control the vehicle. Ray pistol-whipped him and threw him from the seat. As Ray took his place, the driver suddenly regained his senses and reached for a handgun on his hip-holster.

Spotting the motion from the side of his eye, Ray reacted and shot him point-blank in the forehead, splattering a fair amount of blood on him and the rest of the interior.

Chrysalis spat and desperately wiped it off her face. "What the devil was that about?!"

"I had no choice!"

She gained a mild composure and joined him in an additional seat installed in place of the battery compartment's original location next to him. "Do you know how to drive this thing?"

He put his feet on the pedals and gripped the steering levers on each side of the seat. "Shouldn't be that difficult." Despite the fact that the wounds on his shoulder were becoming increasingly painful thanks to what could be predicted as hollow-point rounds.

"I could use some help out here!" Faust called from outside.

...

...

...

Chrysalis crawled out of the cramped space and exited through the turret hatch to answer his call.

Chrysalis emerged from the Shilka and spotted Faust next to the communication dish replacing the original radar setup, struggling to keep Marchetti pinned to the hull.

He looked up at her and pointed starboard. "Tolwin! He's coming back!"

She looked and saw his monster gunship on another low-level approach.

Chrysalis snapped back to him. "What do we do?! I don't know how to work the guns!"

"As soon as I get some cooperation here, I'll join you. Just use that MG to distract him 'till then!"

She looked around and found a heavy machine gun mounted next to the hatch. But before she could reach it, Tolwin passed over the Shilka showering his own machine gun fire over them, with armor-piercing rounds shredding through the thick hull. Faust was fragged in the leg by a stray metal splinter, giving Marchetti opportunity to elbow him in the face, knocking him straight into the communication dish, miraculously avoiding certain death by missing the center antenna by mere inches.

Faust reacted with a kick on Marchetti's side, forcing him back down. Faust leapt back onto him, trying for a head-lock. Marchetti avoided common reaction of prying free and instead punched Faust's fresh wound repeatedly.

Chrysalis crawled out of the hatch in preparation to assist, but hesitated when she saw Tolwin circling around for another attack. As he was about to pass over with another barrage of machine gun fire, Chrysalis got behind the turret-mounted weapon and took aim, using magic manipulation to pull the trigger since her hooves could not fit through the guard.

Tolwin pulled out of the attack as the bullets ricocheted off the cockpit, with one lucky shot appearing to shatter one of the lower observation windows.

"Give it up, Faust!" Marchetti wheezed. "He'll kill us both if it means security of the command vehicle."

"I know that, you idiot! But not before we get those 23 mike-mikes ablazing!"

"You should kill me. I'll never cooperate for the likes of you, or that damned driver!"

"I thought I could give you a chance and show you a little mercy, but if you insist on resisting then so be it. Sucks for you I can operate this thing too." With a swift motion, Faust threw him from the vehicle, sending him on a collision course with the carcass of a sand buggy. "I never liked you anyway. Sniveling little brat like Tolwin."

Chrysalis firing the machine gun brought him back to realization of his position on the vehicle. _Oh shit..._

Tolwin's Chinook roared overhead, spraying the vehicle with machine gun fire again. This time a round went straight through Faust's other leg, forcing him to collapse in pain. He rolled from the turret, and despite his struggle for a grip on anything along the way, he fell to the ground below.

...

...

...

Chrysalis fell back into the vehicle and scrambled over to Ray. "Faust got hit! We have to go back for him!"

"We can't, we have to get these guns going before he starts using rockets on us!"

She looked around inside the turret. "How do you work this thing?"

Ray let go of the right steering lever and reached for the control panel in front of her, pressing random buttons. It was worn and aged to the point of the labeling rendered illegible under the rust and abrasions. "There should be a manual trigger here somewhere."

The guns suddenly erupted to life, startling them.

"Which one did I just press?"

"This one!" She pressed a small black button on the panel, firing the weapons again.

He grabbed hold of the steering lever again. "Alright, forget about aiming the turret. We don't have time to figure it out. I'll guide the vehicle around and you fire the guns when he's in range. Got it?"

"Alright."

...

...

...

_No, no, no, this can't be! They've seized the Shilka! Our command vehicle!_ Tolwin had no choice but to destroy it now, before its new occupants could figure out how to operate the main weapons.

But behold, gunfire erupted from the quad-mounted cannons, despite the turret remaining in a forward position.

Tolwin decreased his altitude as he prepared for another attack, this time his thumb on the rocket trigger. He pressed it hard, but nothing would launch. He proceeded to press it repeatedly, just as they passed over the Shilka, forcing him to circle back around.

"What's wrong with this thing? We can't be out already!"

"It's a misfire." Riggs inspected the underwing UB-32 rocket pods from his window. "Two or three out of 192 are guaranteed misfires, and it's preventing the rest from launching. Either that or the optical wiring overheated and melted."

"And I'll bet you're enjoying every bit of it, aren't you?" Tolwin patted the floor around his seat to try and find his PM-63, but it was unfortunately missing. It most likely fell out of the aircraft when the lower observation window shattered.

The Shilka spun around and began its bombardment of AA fire upon them. Tolwin reacted and pulled out of his low-level approach.

...

...

...

"He's too high!" Ray peered through the three vision slots in front of him, watching as the Chinook circled around, preparing for another attack but at a higher altitude. "We need to get him back down here!"

"But how?!" Chrysalis searched the turret for the controls, but could not find them within the confusing mess of different mechanical objects.

Amor-piercing rounds punched through the vehicle again, hitting a number of vital components. The internal lights shattered and blanketed everything in relative darkness, with the only light sources being the vision slots and bullet holes.

_There's only one thing I can do now. I wish I had a better plan, but without any anti-armor weapons left, it's all I can think of! The only one thing to end this once and for all._ Ray turned around to face Chrysalis. "I have an idea! I want you to go find Twilight! Have her perform some kind of spell that will bring him closer to the ground, and maybe keep him still!"

"But you need help firing these guns!"

"I can very well reach the controls, my queen!"

"And drive this thing at the same time?! You need both hands!"

"Don't argue with me, just do it!"

His attitude towards an authority figure was indeed unorthodox, much to Chrysalis' indignation, but she knew further arguing with him would be foolish and instead complied with his order.

...

...

...

Chrysalis emerged from the turret and flew as fast as she could back to the rest of the group still taking cover in the ditch. Avoiding stray gunfire, she deliberately crashed herself onto the ground and rolled into the depression.

"What happened to Faust?" asked Junkers.

"He got hit by Tolwin, but I think he's still alive." She turned to Twilight and put a hoof on her shoulder. "Twilight, Ray needs your help."

She brushed her hoof off and rolled away. "Don't touch me!"

Chrysalis furrowed her brow and forced her back around with her magic. "Listen, I don't care what you think of me since the wedding, but if you really are as smart as they say you are, you'd know that now is the time to shut up and listen to what I have to say!"

"Then talk!" Twilight shouted angrily.

"Ray needs you to perform a spell that will bring Tolwin closer to the ground. I'll cover you while you perform it."

"Why should I trust you?"

"Because if you don't we're all dead! Got it?!"

She hesitated and thought about it for a moment.

"Oh!" Pinkie spoke up. "Try that one you used on the Ursa!"

"I'll give it a shot..." She emerged from cover and began casting the spell, a bright pink glow emitting from her horn.

Chrysalis found her RPK-74 in the same spot she had left it and picked it up to join Twilight for covering-fire.

...

...

...

Tolwin circled around again, but the controls became momentarily frozen, followed by a sudden decrease in altitude.

"What the hell?!" He pulled on the collective to try and bring them back up, but to no effect. "I can't pull up!"

Riggs checked the instruments on the dashboard. "Engines are still up, gearboxes are fine..."

"Well something's wrong, find out what the problem is!"

They passed over the terrain at dangerously low-level, with vehicles and trees missing them by mere inches.

"One thing I can tell you, sir, is that we're so VSF at this point!"

"Huh?"

"Very... Severely..." He saw a T-72 standing in the way of their path, with its barrel high up in the air. "... FUUUUUCKED!"

Tolwin turned hard to the right to avoid it, with the barrel scraping the side of the fuselage. Riggs reclined with a greatly relieved sigh.

...

...

...

Twilight strained to keep the aircraft low top the ground. Sweat flowed down her face as she concentrated, with small spurts of sparkling magic shooting from her horn.

"It's... too big! I can't... keep it still!"

Her efforts still yet kept the Chinook at the same level, and she hoped this would at least help Ray with his own in the Shilka.

...

...

...

Ray took a moment of opportunity and fired more shots from the guns as the Chinook entered his line of fire, but missing as the aircraft attempted to dodge it, as well as the miscellaneous machines and tree life scattered about the terrain.

He made another pass, shredding the vehicle with more armor-piercing machine gun fire. Ray fired more shots as the aircraft attempted to pull out. It moved far too quickly to confirm any hits in the already well-battered fuselage.

"Come on, you and me, man! You and me! Show me what you got!"

...

...

...

_I will kill him, if it's the last thing I do! I will kill this man today, even if it means the fate of this unit! You will die today, Ray! You will die!_

Tolwin circled around and charged at the Shilka, squeezing the trigger to the GAU-17 on his flight controls until his knuckles were white.

Riggs turned to his commander and looked on at his rage. He was astounded how red his face was, largely contrasted by his gritting light-yellow teeth.

"Sir, you better fall out of the attack. We can't maneuver around this shit too long!"

...

...

...

The Chinook passed over the Shilka again, and this time Ray followed it by spinning the the vehicle around and chasing it. Slamming and pulling the controls at such a vigorous rate felt like murder to his shoulder thanks to the bullet wounds, but he gritted the pain as much as he could and focused his attention on Tolwin.

The aircraft yawed and began another pass, with Ray returning fire.

...

...

...

Riggs watched in horror how dangerously close they were to hitting various things on the ground. "Sir, think about what you're doing!"

"Shut up!"

"You're gonna ball up the rotors if you keep turning like that at this altitude!"

"I said shut up!"

The Shilka's guns blasted one of the rocket pods on the starboard wing apart, sending debris raining down onto the ground.

...

...

...

Ray ran the Shilka full speed towards the Chinook, holding the trigger to fire the guns at full automatic, running the risk of overheating. He had no care in the world, except that this insane man was blown out of the sky.

The pain in his shoulder became unbearable, forcing him to groan as if it were his final battlecry.

...

...

...

Tolwin charged his aircraft over the battlefield, passing flaming debris, aiming straight for the thundering Shilka as it fired upon them a hail of fragmenting projectiles.

Riggs looked as if he'd seen a ghost and grabbed hold of Tolwin's shoulder. "Sir! Please, stop!"

He did no such thing and forced the controls forwards, tightly grasping them and machine gun trigger as if they held his very life in the balance.

The AA fire blasted a large chunk away from the front rotor pylon, exposing some of its inner workings.

...

...

...

Ray yelled at the top of his lungs as his foot almost mashed the accelerator petal to the floor. Machine gun fire knocked chunks of various instrumentation around the interior.

A panel to his left exploded, with glass chunks raining onto his arms. A hose popped from a nearby container, spewing a white gas into the air with a loud hiss. But nothing stopped him in his determined assault as his eyes ogled upon his target.

...

...

...

Another rocket pod on the starboard wing exploded, this time resulting in a cracked door window due to the flying debris. Next was the partially-retracted whip antenna on the belly, now among the scattered debris in the battlefield below.

Tolwin let out a cry as he squeezed the minigun trigger, full auto.

More chunks of the fuselage were shot away, giving way to terrible turbulence. One of the engines split apart, with a small turbine spinning across the sky like a top. The entire port wing blasted away from its mount, spiraling it into an explosive collision course with the remains of an Abrams tank.

"Tolwin!"

The cockpit glazing shattered to pieces, with a good portion of the dashboard also taking lethal hits. Riggs was caught in the gunfire, resulting in limbs exploding from his body in a bloody mess. His head became nothing more than a twisted stump before he could scream from the pain.

...

...

...

Twilight ceased casting the spell and watched hopelessly as the two war machines charged for each other. "Ray! Get out of there!"

But it was too late. They crashed straight into each other and dissipated within their fiery and debris-filled doom. The entire lower-half of the aircraft was peeled away in the blast, leaving just the rotors above spinning uncontrollably into the ground, chopping the ground up like a giant blender.

A stray piece of rotor blade flew her direction, when suddenly she was yanked from her hooves and tumbled to the ground in another's embrace before the piece of blade struck the ground where she stood.

She looked upon the hole-riddled hooves across her coat, then at the face of her savior.

Chrysalis finally let her go and looked on at the wreckage that lay in a flaming disarray. Twilight did the same, hoping to spot any sign of life from within.

It became quiet all around them. No gunfire, no rumble of engines, and no voices. All that remained audible over the smoky battlefield were the pops of fires and scuffing of individuals moving around in the dirt.

She watched and watched, just waiting for movement under the flaming metal. Anything under the rippling sea of heat. Anything at all. But, alas, there was nothing.

"Ray..." She whispered with tears welling up in her eyes.


	18. Chapter 18 - Street of Dreams

From a limitless void of colorless silhouette, a soundless existence in nothingness, to awareness of a familiar unknown. Light bled through Ray's eyelids as he gradually peeled them open. Pain expanded throughout his body as he lay sprawled under a mass of mechanical parts.

He remembered where he was, even recognized the dreadful remains of the Shilka's interior. The original driver's hatchway that previously remained unusable due to a well-sealed weld now laid collapsed at his legs with various other twisted metal holding it down. He escaped from the entrapment, but not without cutting his skin on the sharpened edges.

He remembered that his shoulder had been shot, but it was no longer painful. In fact, it felt numb. Brushing against his left arm with the rest of his body made it feel as if it was from another person. But as soon as he attempted to utilize the muscle in said arm, pain shot through it as if it were being severed from his body, forcing him to cry from the brief yet torturous misery.

The front of his head throbbed and stung, and he could feel a warm fluid creeping down his cheeks to his mouth, which tasted of salted copper. He investigated with his right hand and felt a gash at his forehead, just above his eyebrows, bleeding profusely. The shape of the wound according to his touch matched the corner of the vision slot behind the driver hatch.

After wiping away a good amount of blood from his face, he still yet tasted it in his mouth. With investigation of his tongue, he felt that one of his upper teeth were loose. _Ugh... I'm broken..._ He felt like laying waste in the wreckage, to just wither away from the torment.

Voices could be heard from outside of the vehicle in low murmurs. _The ponies! The Raiders! The battle! Who made it through?_ He feared for the worst as he crawled towards the opening above the vehicle where the turret had once been. He feared that his plan had failed, and that Tolwin had survived the downing of his aircraft. That perhaps the Raiders had surpassed the attack and overwhelmed the defensive with crushing firepower.

He climbed from the opening with his only capable arm, onto the battered outer hull of the vehicle and took a deep breath of air as he staggered to his feet. It smelled like a smoky barbecue that had gone horribly wrong, laced with gasoline and diesel.

He looked around the battlefield where fiery debris lay scattered amongst the land, and through the smoke and heated distortions he could spot hundreds of eyes peering his direction. The sight made his heart sink in surprise, for they were Royal Guardsmen and Changeling soldiers gathered all around the area to witness his rise from the carnage.

It was silent despite the settling of wreckage and the crackling fires, and occasionally there was a distant scream or yell. The moment seemed to last much longer than it actually did. Something also felt lacking from the situation, like there was some kind of cue he was missing. _Do I say something?_ He instead made his move and climbed down from the Shilka, making his way towards the crowd with a limp.

He could only imagine how he appeared to them all as he awkwardly approached. Like some kind of bloodthirsty, undead monster.

"Ray!" a familiar voice shouted from the crowd. Twilight Sparkle galloped towards him, then stopped abruptly in his path. "Is it really you?!"

"Well I sure as hell ain't a zombie, that's for sure."

Her eyes lit up like lights as she formed the biggest smile on her face, followed by her running up to his left leg with a tight hug. She finally let go and stepped backwards towards the rest of her friends, with the smile still on her face.

"You're a lot uglier than I imagined you'd be." came another familiar voice off to his right. Queen Chrysalis had emerged from the crowd walking elegantly towards him with a sly smile.

Despite the excruciating pain, Ray laughed at the irony of her expression, regretting ever saying such a thing to her now that he looked upon her sultry eyes again.

Her smile faded and the crowd gasped as if they had all seen something terrifying.

An arm locked his head in an embrace as the muzzle of a gun pressed against the side of his head.

"Nobody move or I blow his head off!" Marchetti had him hostage and he could not escape in his condition.

Twilight lifted a hoof, eager to help, but failed to figure out how.

"We can make a deal!" Marchetti continued, when suddenly a gunshot erupted from behind, and a bloody hole popped open from his forehead. The gun fell from his hand and his grip slackened, followed by his lifeless body collapsing to the ground with his eyes wide open.

Ray turned to find Faust awkwardly leaning against the remains of an HMMWV, with a Beretta M92F trained in his direction.

"Goddamn marauder..." he mumbled as he lowered the weapon and collapsed to the ground in front of the vehicle, struggling to sit upright.

Ray staggered towards him and knelt next to him, putting his right hand on his shoulder.

Faust turned to face him, then briefly looked around, momentarily returning to Ray's gaze. "What do we do now?"

Ray looked upon the crowd that gathered around them. At the guardsmen, his new pony friends, the Changelings, Junkers and Agusta, and surviving Raiders held captive at gunpoint by the other soldiers. At Twilight, then Chrysalis.

_It's amazing what a little human influence will do. We seeded the existence of a race to succeed us, and in the end we helped them survive, by uniting them with a foe that too understands what it all means, even if it took the hard realization of their outcome if they had shunned it as they have before. Only together can we take a stand to liberate this dying world. Only together can we understand and embrace the magic of friendship._

He turned to Faust with the simplest answer that came to his mind. An answer that held the deepest meaning to every one of them, and he gave this answer with a casual shrug. "Coexist."

...

...

...

Medical tents had been erected within the Celestial Ward, just outside of the battlegrounds that hundreds of Canterlot citizens and Royal Guardsmen helped clean up. Many volunteers helped pony doctors and nurses rush wounded to their stations for emergency care.

Changelings could be seen assisting them in their efforts, but not without bitter distrust amongst the majority of the pony folk.

The inside of the tents were busy with medical personnel attending to wounded that poured in by the dozens. Yelling of orders from the doctors and nurses combined with the painful screams from the patients made it feel as if it were a madhouse that would drive one to insanity. It was a nightmare that none of these seemingly peaceful creatures should ever have to endure.

Ray laid helplessly in one of the hospital beds, watching everyone scramble the tent in a whirlwind. Occasional nurse ponies would gallop by in a blur telling him they would attend to him as soon as they could, only before more serious casualties entered the establishment.

He watched as doctors performed CPR on a guardspony, with the only result being blood welling up from his mouth. They attempted to drain it out and pump air into his lungs with a long tube, but to no avail. He had drowned in his own blood thanks to an ugly shotgun wound in his back.

Next to them was a human man that had been burned to a charred mess in his lower abdomen, as of then under powerful anesthesia to knock him out, so that he would not die from the painful shock of his injuries.

Nurses rushed in another victim, a Changeling soldier, and threw him onto the bed to his left. Ray felt a sudden rush of nausea as he gazed upon the wounds he had suffered. Bone protruded through the flank above his right-hind leg, within a cavity filled with shredded veins and muscle tissue. Worse was that his belly had been sliced clean open, with intestines and other such organs poking through a flowing scarlet stream. Oddly enough, the fully-conscious soldier did not scream from agony, but instead looked upon himself with utter fear as tears crept down his face.

Ray shifted his gaze to the empty bed that lay to his right side, fighting the urge to throw up at the sight.

The same bed had quickly become filled with yet another Changeling soldier, this one clad in rather familiar improvised battle armor. The nurses and volunteers had left him and attended to work elsewhere, leaving him alone with Ray, since his wounds were less severe.

Recognition shifted his memory of the sickening sight he had witnessed to his left. He lifted his right arm and pointed to the soldier with a grin. "You."

The soldier turned his head to face him, in turn recognizing Ray as evident by the smile gradually forming on his face. He answered with a weary "Meee..."

"What you did with that Abrams tank... you sure showed a lot of guts out there, my friend. If it weren't for you I would've never thought of hijacking that Shilka."

Cattani snorted in disbelief and drifted to sleep almost immediately.

...

...

...

Shining Armor stood near the back doorway, watching with dread as the wounded rushed in, while the dead rushed out in black bags. Many of them were his men, and he feared peering at faces for recognition, for they may have been ponies he knew well.

Princess Cadence emerged from the corner of the tent. Their eyes met and they ran into each other's hooves in a tight embrace.

"I'm so glad you're okay." She said. "I love you so much."

"I love you too."

They pulled away and gave the personnel room to move through the doorway.

"This is such a bizarre day."

She could not help but giggle at his expression for the situation, but quickly composed herself.

"Alright, perhaps that's the wrong choice of words."

"No, you're right. It certainly is."

"It's just..." He let out a sigh. "never have I thought of a day we'd be invaded by a bunch of highly-advanced bipedal beings, let alone assisted in our efforts against them by a race that was once our enemy."

"I know how you feel. After all, to this day I see them as a manipulative strain of monsters that nearly ruined our lives. I will never trust them, no matter what they do to make peace with us. As for the humans, as they're called, I'm not exactly sure."

"We should get to know them before passing such judgment. They say there's a few surviving humans that were actually responsible for the Changeling alliance to us."

"I know. One of them is called Ray. I was speaking with Princess Celestia in another tent. She would very much like you two to meet.

Shining turned towards the chaotic tent. "I'll be sure to find him."

...

...

...

It had been a little over three weeks since the human invasion of Canterlot, and many locations caught in the conflict still laid in ruin. However, efforts were still underway to repair and refurbish by volunteer ponies and Changelings, the latter of which had gained a tentative trust with their efforts.

It was the queen's attempt at paying for the damage she has done to them in the past, in hopes to bring her species into a brighter light. To start over, with relations that could potentially benefit them both in the future.

Princess Celestia remained rather reluctant at the resolution, but accepted it on the condition that an additional sum of her empire's currency would be paid to the Canterlot commonwealth. Enough to pay for repair and restoration from the first repercussion. However, none of them had discussed official political relations at the time. It would call for further conditioning that Chrysalis was still yet unprepared to fulfill. This and there was still a major trust issue between them, which was unlikely to be resolved anytime soon.

The surviving Phantom Raiders whom assaulted the empire served their sentence within the subterranean dungeons. This would mark its first use since its very construction in the beginning of the kingdom, since offences had ordinarily been rather minor in comparison, in which the conventional short-sentence prisons were used.

Among the prisoners was Tempest, chief director of strategic operations of the Changeling empire, serving his punishment for disobeying his queen's orders, resulting in the death of one of their best agents. Out of fear of what his punishment would be under Chrysalis' rule, he demanded imprisonment in the Canterlot jurisdiction. He knew at least he would be given better treatment with whatever dignity he had left, and despite the lack of political relations, the two superiors accepted the transfer.

Furthermore, many of the surviving war machines and weapons were transported to the Equestrian Mechanical Design & Engineering Technical Institute for research. Potential use of the designs were sought by the ponies for both civilian and military applications, and plans were already underway to reproduce the designs for such uses.

Unfortunately, fuel had become an issue given that the only source of it was already in the old war machines and a surviving armored fuel truck. The matter was still under discussion, but a strong proposal was made to scout the outside wastelands for more abundant sources. A second proposal was to convert the designs for steam-power, an already well-proven external combustion method. However, this proposal was dismissed on account of weaker horsepower in comparison to the newer internal combustion designs.

Equestria was in the early stages of a technological revolution, thanks to an outside species previously unrecorded to their knowledge. Their world would never be the same again.

...

...

...

Ray awoke from a long, natural slumber, much like he had at Fluttershy's cottage about three weeks ago. This time he was in a hospital bed in a small room, presumably within a hospital building.

He moved to stretch, but decided against it when he realized he was still wearing a solid cast over his left arm, and an uncomfortable IV in the right. There was a soft clip of some kind over his right index finder, with a wire that hooked up to a machine next to him that repeatedly beeped. Ray had always been curious as to what this particular machine did, but he assumed it measured his pulse because of the consistency of the beeping sound.

The morning light shined brightly through the nearby window, almost overpowering the fluorescent lights on the ceiling. Birds chirped sweet tunes to start off a presumably glorious day.

The door across the room suddenly creaked open with a nurse pony entering the room.

"Morning, Ray." she greeted. She wore an ancient style of nurse uniform similar to what humans did long ago, including the signature hat with a bright red cross on the front. "Sleep well?"

"Like a broken rock."

She giggled and walked up to the beeping machine to turn it off. "For what it's worth, you've made quite a recovery." She proceeded to remove the clip from his finger, then moved on to the IV in his arm. "That's saying a lot given that you're one of our first human patients. Normally under these circumstances, you'd be under the care of the local vet. The complexity of your condition and physiology called for our expertise."

"Congrats on the milestone." He flinched as the needle was removed from his arm.

"Milestone?"

"You know, your first human patient... and it survived under your care. It's a joke."

"Oh." She did not appear to be amused at his humor this time.

"Alright, I really mean to say thanks. I appreciate the efforts to get me well enough to freely walk the earth again. And I'm happy it could be under your care."

She smiled at him. "It was a pleasure, Ray. Now let's get to that cast."

...

...

...

Ponyville was still in a state of repair and restoration, but the more gruesome remnants of the invasion were cleaned away from the streets, but were near impossible to clean from their memories. The time of mourning and sorrow had came and went under the past week, and it was now a time to celebrate their victory.

The lingering hell of war was now at the back of everyone's mind as a terrible nightmare presupposed to never return again, and peace flowed through them as they partied the daylight away in Town Square.

Stars and a bright full moon illuminated a beautiful purple sky, combined with a magnificent multi-colored aurora waving like giant glowing ribbons above.

Ponies were gathered everywhere. They ate at the grand buffet tables, danced with glee on wooden dance floors, and gathered amongst themselves to converse and express their happiness.

Faust, Agusta, and Junkers could be seen at the far end of an outdoor bar area drinking cider with a few other ponies, watching amused as Pinkie Pie danced her crazy randomness away on the table as the music grew louder.

The song playing throughout the gathering had been from a CD found in one of the war machines' audio devices, transferred to a record so that it could be properly played on their native sound system. Appropriately, but certainly not coincidentally, it was an old rock-and-roll song called "Party" by a band called Boston.

Ray simply stood by the ruins of one of the nearby buildings, watching the celebration. He enjoyed the music and loved seeing everyone's' cheerfulness. It made him feel warm and appreciated for his efforts in fighting for them. It truly was worth every moment of it.

But something kept him from joining them. He couldn't understand what the restraint was, but his hesitation mounted weights on his shoes.

He jolted around as he heard the sound of a twig breaking behind him. A familiar silhouette approached him and gradually revealed itself as it walked closer to the light.

"Chrysalis?" Ray eased up.

She walked up next to him to observe the nearby celebration. "Am I interrupting anything important over here?"

"No."

She looked at him with puzzlement. "How come you're not with the others?"

"I don't know. I just-..." He trailed off without a logical answer, then turned to her. "What about you?"

She turned back towards the crowd. "They're not ready for me. I've been a menace to them long before you came into our land. They would look at me as they always have, and I would just ruin their good time. I'd rather not risk throwing a wrench into the sprocket."

"You did a noble thing, my queen. You could've struck when they were at their weakest, but you defended them and even made amends to them after it was over. I don't know what changed you, but I don't think you realize how much recognition you've received for what you've done."

"I don't care about recognition. I just want the paranoia to be over. I'm not an evil queen."

"Paranoia, unfortunately, burns relentless. And as a shapeshifting, emotion-consuming species, I'm sure you can understand that. But at least you can proceed with your efforts to win their hearts. Show that you mean them no harm, and that you embrace the magic of friendship as well."

"They will not be won easily, and I fear now is not the time. But perhaps after the award ceremony tomorrow, I can make an attempt."

"If you feel that's the right thing to do..."

She withheld a reply and continued watching the gathering with Ray, then finally spoke up.

"We found an abandoned hillside castle just outside of Canterlot. With Celestia's permission we've migrated the hive there and are currently working on developing a small capitol city. A nice and quiet little place to thrive."

"Good to hear. I hope your children enjoy it."

She gave him an odd look. "I don't have children. What are you implying?"

He met her gaze. "Your subjects. The Changelings."

She snorted amusingly. "No, dear Ray, you've got my species wrong. We may be an insectoid equine race, but the hive-mind is my method of governmental organization. I'm a queen of royalty, not biology."

"Really fooled me. Given you have drones and all."

She shrugged. "Biological selection of newborn without the ability to reproduce. We've never understood it, but that's just how it works with us."

"Fascinating."

"I brought up our new home because I'd like to offer you a place to reside should you not find anything here."

He hesitated and crossed his arms. "I'll definitely get back to you on that. Just give me a little time to think about it."

"Of course." After a moment she turned to him with a smile. "Thanks for everything, Ray. Without you we wouldn't be where we are now." With that she slowly retreated back into the darkness.

"Good night, Chrysalis."

"Same to you." She replied, then stopped abruptly. "Oh, Ray?"

"Yeah?"

"Stop standing around like an idiot and join them already. It's your night as much as theirs. Have a good time."

He uncrossed his arms and looked back and fourth from the gathering and back to her.

"Queen's orders." she finished and proceeded walking towards the dark of night.

He turned to the celebration and began slowly walking towards them. His heart beat like a drum and his hands quaked, but he walked on with pride. And upon being greeted by the cheerful ponies, he realized how distant his fears and suffering had become. He had friends in his life now. Individuals who cared for him, and actually loved him unconditionally. He had traveled the world upon the road of war, and has finally found its end. He was home.

_Maybe Faust was right. After all these years of searching, I've finally found my street of dreams._

...

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THE END

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Ray's theme: watch?v=CuuMvua-SFo

Main theme: watch?v=Ddi2TBnzdPo


	19. Bonus: Trivia

**_Trivia_**

The entire story is an homage to 80's action films, as the retroistic cover art suggests.

This story went through several drafts, all of which were discarded after this final version was finally published on the internet. They were all incomplete.

My first fanfiction written in prose. All previous works, even the earlier drafts of this story, were written in professional screenplay format.

"Alicorns" in this story are correctly referred to as "cerapters", as the more popular term is actually what one calls the horn of a unicorn or cerapter, or what the horn is made of, not a particular species.

With the exception of post-apocalyptic field-improvisations, most of the weapon systems used by the Phantom Raiders are existing systems used today.

Ray's character and plot went through many revisions with each draft of the story. In the first draft he was a full self-insert who starts off as a human in our world, then gets transported to Equestria in an alternate dimension and transforms into a mysterious cerapter. He was to be an expert of rotorcraft and introduced the technology to the ponies, helping them build prototypes of these strange flying machines. He was to also introduce 80's music to them, as his MP3 player went with him when he arrived at Equestria and his taste in music called for this specific era, instead of modern music. Several other plot points included being romantically involved with Rainbow Dash, and in the end help defeat a powerful foe with is cerapter powers. This form of Ray survived many revisions, with the only changes being the way he came to Equestria. Some notable ways were simply finding a portal and going there, going to sleep and waking up there, dying in the real world and coming back to life there, or simply discover it coexisting in the same world. Amnesia was also an optional plot device. In a much later draft it was decided that he stay a powerless human, and simply found Equestria without explanation. Except this time, he was to be chased there by a group of enemies, preferably mentally unstable individuals with guns, or a small group of terrorists, and have to finally fight them with the help of the ponies in the end. In the final draft it was decided Ray be only a slight self-insert in a distant, post-apocalyptic future. In this draft he is a road-dwelling driver of a weaponised El Camino, as a reference to _Mad Max / The Road Warrior_ and the _Twisted Metal_ game series. The enemies in the other draft were recycled and modified into a larger rogue military force with modern military technology, including aircraft. The Changelings were added as a useful subplot after being inspired by the _Royal Wedding_ episodes.

The rogue faction's name, "Phantom Raiders", is a tribute to a 1988 action B-movie of the same name.

The faction's GPS setup is an homage to a similar system seen in the 2002 film _Reign of Fire_, in which three triangulator devices are planted in a certain perimeter to form a signal sent to computers in the ground vehicles and the helicopter in the form of a vectored 3D terrain map, capable of tracking their soldiers, as well as the apposing dragons in the film.

Tolwin sent three scout teams to set up special transponder devices and to survey the land. The first and second teams were originally codenamed "First Team" and "Super Team" as a reference to the Boeing-Sikorsky ("First Team") and Bell / McDonnell-Douglas ("Super Team") company collaborations on the LHX (Light Helicopter Experimental) program back in the 80's, the legendary experimental helicopter program that led to the development of the RAH-66 "Comanche" stealth helicopter. However, sure that no one would understand the reference, the idea was scrapped and therefore "Super Team" is simply referred to as the second scout team.

Tolwin's aircraft went through several revisions. Originally it was to be a Soviet Afghanistan-era Mi-24 "Hind-A", then a later-model Mi-24V "Hind-E". However, it didn't make sense that an American unit had so much Russian-made technology, so it was decided that American, French, and British aircraft would be likelier candidates. In one revision, it was a French Aerospatiale SA.330 "Puma" with weaponised wings in likeness to the Mi-24, but this felt too much like an obvious reference to the _Rambo_ films. It was later decided that it would be an armed Chinook. The ACH-47 "Guns a' Go-Go" was one choice of armed Chinook configurations, but dropped since the only survivor of these Vietnam War-era machines is in non-flyable condition today. Another choice was field-improvisations, much like the Soviets did with their Mi-24 fleets during the invasion of Afghanistan. Late in the Vietnam War, there were many aerial rocket artillery proposals as possible alternatives to the ACH-47s, which included the installation of forward-facing 105mm howitzers on the sides of the fuselage, and WASP rocket-launchers. At one point it was decided that they use a post-apocalyptic improvisation based on this, however the aircraft was then changed to the still-functional BV-347 prototype with wings, having felt the longer fuselage and wings would help lift this heavy payload. In the final revision, The wings were given an Mi-24-style weapon load as a tribute to Hollywood modifications in 80's action movies. To lighten the load, the howitzers and WASP launchers were removed.

Ray's age is not mentioned in the story, but it is suggested that he is in his twenties or thirties - a fully-grown adult. In earlier drafts, he was a high-school teenager, around fifteen to sixteen.

In Chapter 4 it is mentioned that Tolwin's co-pilot, Riggs, had flown with his father in the Transavia PL-12 "Airtruk" when he was younger, and that it was the only copy of this aircraft ever exported to the United States. While it is a true fact that only one of these Australian-built argricultural planes were ever exported to the US, it is unknown whether it is still in flyable condition today. This backstory was added as an homage to _Mad Max III: Beyond Thunderdome_.

The characters Marchetti, Junkers, Agusta, Cattani, Breda, Blackburn, Dornier, Gulfstream, and Wulf (in reference to Focke-Wulf) are all named after well-known aircraft manufacturers. Gloster Grebe, Lancer, Albatros, and Tempest are named after aircraft themselves.

Although a handful of character names reference aircraft and manufacturers, Ray's full name "Skyray" is actually a mere coincidence.

Ray's modified WA-2000 was added as an homage to "signature weapons" of popular 80's action heroes.

Faust's character name is actually two references in one. Before I began writing Ray, I had previously been working on a sci-fi/horror fanfiction called "Imposters". One of the characters was named Faust in reference to Dan O'Bannon's original script for the 1979 film _Alien_, then called _Starbeast_. When Imposters was scrapped, the name was recycled into this story, now making closer reference to _FiM_'s creator more than the original intention.


End file.
